UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
       
SCHEDULE 14A INFORMATION
       
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
       
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RENASANT CORPORATION
       
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RENASANT CORPORATION
209 Troy Street
Tupelo, Mississippi 38804-4827

March 15, 201814, 2019
Dear Shareholder:
On behalf of the board of directors, we cordially invite you to attend the 20182019 Annual Meeting of Shareholders of Renasant Corporation. The annual meeting will be held beginning at 1:30 p.m., Central time, on Tuesday, April 24, 201823, 2019 at the principal offices of Renasant Bank, 209 Troy Street, Tupelo, Mississippi 38804-4827. The formal notice of the annual meeting appears on the next page.
At the annual meeting, you will be asked to (1) elect fourone Class 1 director, to serve a two-year term expiring in 2021, (2) elect five Class 2 directors, each to serve a three-year term expiring in 2021, (3) adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers, as described in the proxy statement, (4) ratify the appointment of HORNE LLP as our independent registered public accountants for 2018,2019, and (5) transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.
The accompanying proxy statement provides detailed information concerning the matters to be acted upon at the annual meeting. We urge you to review this proxy statement and each of the proposals carefully. It is important that your views be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the annual meeting in person.
On March 15, 2018,14, 2019, we posted on our Internetinternet website, http://www.envisionreports.com/RNST, a copy of our proxy statement and proxy card for the 20182019 Annual Meeting of Shareholders and our Annual Report on Form 10-K for the year ended December 31, 20172018 (which serves as our Annual Report to Shareholders), and we mailed these materials to our shareholders who are individuals and owners of record of our stock. On the same date, institutional shareholders who are owners of record of our stock and other shareholders who previously elected to receive our proxy materials over the Internetinternet were mailed a notice (the “Notice”) containing instructions on how to access our proxy materials and vote online.
You may vote your shares via a toll-free telephone number or on the Internet.internet. If you received a paper copy of the proxy card, you may vote by signing, dating and mailing the accompanying proxy card in the envelope provided. Further voting instructions can be found beginning on page 4752 of the proxy statement. As always, if you are the record owner of our stock, you may vote in person at the annual meeting.
On behalf of our board of directors, I would like to express our appreciation for your continued interest in Renasant Corporation.
Sincerely,
proxystmttfor2016_image1a02.jpg
E. Robinson McGraw
Chairman of the Board and
Chief Executive OfficerChairman

RENASANT CORPORATION
209 Troy Street
Tupelo, Mississippi 38804-4827

NOTICE OF ANNUAL MEETING

TIME AND PLACE
1:30 p.m., Central time, on Tuesday, April 24, 201823, 2019
Renasant Bank
209 Troy Street
Tupelo, Mississippi 38804-4827

ITEMS OF BUSINESS1. To elect fourone Class 1 director who will serve a two-year term expiring in 2021;

2.To elect five Class 2 directors who will each serve a three-year term expiring in 2021;2022;

2. To adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers;

3. To ratify the appointment of HORNE LLP as our independent registered public accountants for 2018; and
3.To adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers;

4.To ratify the appointment of HORNE LLP as our independent registered public accountants for 2019; and

5.To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

RECORD DATEYou can vote if you were a shareholder of record as of the close of business on February 23, 2018.22, 2019.
ANNUAL REPORT
If you received a paper copy of the proxy statement and proxy card, our Annual Report on Form 10-K for the year ended December 31, 2017,2018, which serves as our Annual Report to Shareholders but is not part of our solicitation materials, is also enclosed. These documentsOur proxy statement, proxy card and Annual Report are also accessible at http://www.envisionreports.com/RNST.
PROXY VOTINGIt is important that your shares be represented and voted at the annual meeting. You may vote your shares via a toll-free telephone number or on the Internet.internet. If you received a paper copy of the proxy statement, you may vote your shares by signing, dating and mailing the accompanying proxy card in the envelope provided. Instructions about the three methods of voting are contained in the proxy statement. Any proxy may be revoked at any time prior to its exercise at the annual meeting.

By Order of the Board of Directors,
proxystmttfor2016_image1a01.jpgsignaturea01.jpg
E. Robinson McGrawC. Mitchell Waycaster
Chairman of the BoardPresident and
Chief Executive Officer
Tupelo, Mississippi

March 15, 201814, 2019

Important Notice Regarding the Availability of Proxy Materials for
the Shareholders Meeting to be held on April 24, 2018:23, 2019:

Renasant's 20182019 proxy statement and proxy card and its Annual Report on Form 10-K for the year
ended December 31, 20172018 are available at http://www.envisionreports.com/RNST


TABLE OF CONTENTS
 Page
PROXY SUMMARY
1

Voting1
Completion of Our Succession Plan1
20172018 Financial Performance and Relationship to Compensation2
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
4

Governing Documents and Practices4
Board Governance45
Board of Directors56
Board Leadership Structure56
Board Committees67
Role of the Board in Risk Oversight8
Director Selection910
Director Independence910
Indebtedness of Directors and Executive Officers1011
Other Related Person Transactions1011
Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank1012
Shareholder Communications1012
BOARD MEMBERS AND COMPENSATION
13
15
Members of the Board of Directors1315
Director Compensation1719
EXECUTIVE OFFICERS
20
22
COMPENSATION DISCUSSION AND ANALYSIS
22

Modifications to Our Executive Compensation Program2224
Say-on-Pay2324
Basic Objectives ofChanges to Our Compensation Program23
Features of Our Compensation ProgramPerformance Incentives24
Features and Objectives of Our 2018 Compensation Program25
Risk Mitigation Practices and Compensation Committee Process and Risk Mitigation Practices
26
27
Compensation Decisions Made for 20172018
29
31
COMPENSATION COMMITTEE REPORT
32
35
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
32
35
COMPENSATION TABLES
33
36
20172018 Summary Compensation Table
33
36
Grants of Plan-Based Awards
35
39
Outstanding Equity Awards as of December 31,201731,2018
36
40
Option Exercises and Vested Restricted Stock
36
40
Pension and SERP Benefits
37
41
Non-Qualified Deferred Compensation
37
41
CEO Pay Ratio
38
42
Payments and Rights on Termination or Change in Control
39
43


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 Page
REPORT OF THE AUDIT COMMITTEE
45
50
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
46
51
VOTING YOUR SHARES
47
52
Record Date; Shares Outstanding4752
Voting4752
Quorum4752
How Votes are Counted4752
Required Vote for Each Proposal4853
Shares Held by Renasant 401(k) Plan4853
Solicitation and Revocation of Proxies4853
PROPOSALS
49
54
Proposal 1 - Election of FourOne Class 1 DirectorsDirector4954
Proposal 2 - Election of Five Class 2 Directors54
Proposal 3 - Advisory Vote on Executive Compensation4955
Proposal 34 - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for 201820195055
OTHER MATTERS
5055
STOCK OWNERSHIP
51
56
Common Stock Ownership of MoreGreater than 5%5156
Beneficial Ownership of Common Stock by Directors and Executive Officers5156
Section 16(a) Beneficial Ownership Reporting Compliance5359
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
54
60


In this proxy statement, Renasant Corporation is referred to as “Renasant,” “we,” “our,” “us” or the “Company,” and Renasant Bank is referred to as the “Bank.”
We are providing this proxy statement to the shareholders of Renasant Corporation in connection with the solicitation of proxies by its board of directors for use at the 20182019 Annual Meeting of Shareholders of Renasant Corporation to be held at 1:30 p.m., Central time, on Tuesday, April 24, 201823, 2019 at the principal offices of Renasant Bank, 209 Troy Street, Tupelo, Mississippi 38804-4827, including any adjournments or postponements of the meeting. In this proxy statement, Renasant Corporation is referred to as “Renasant,” “we,” “our,” “us” or the “Company,” and Renasant Bank is referred to as the “Bank.”
As permitted by Securities and Exchange Commission, or SEC, rules, we are making this proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2017,2018, which serves as our Annual Report to Shareholders, available to our shareholders electronically. On March 15, 2018,14, 2019, we posted these materials on our Internetinternet website, http://www.envisionreports.com/RNST, and we mailed a notice (the “Notice”) containing instructions on how to access our proxy materials and vote online to institutional and other shareholders who previously elected to receive our proxy materials over the Internet. Also on March 15, 2018, weinternet. We also mailed this proxy statement, our proxy card and our Annual Report on Form 10-K for the year ended December 31, 2017,2018, to our individual shareholders.shareholders on the same date.

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PROXY SUMMARY
This section of our proxy statement is a summary of the proposals to be voted on at our annual meeting and our voting procedures. This section also describes progress towardsthe completion of our strategic succession plan and provides select 20172018 financial information that illustratesis intended to illustrate our ongoing commitment to the linkage betweenlink our performance and executive pay. More information about these and other matters is contained in the remainder of this proxy statement. Please review the entire proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2017,2018 before you vote.
VOTING
Proposals. ThreeFour proposals will be voted on at our annual meeting of shareholders:
 More InformationBoard Recommendation
Proposal 1Page 4954FOR eachthe nominee
Election of Class 1 Directors (four nominees)Director (one nominee)  
   
Proposal 2Pages 49-5054-55FOR each nominee
Election of Class 2 Directors (five nominees)
Proposal 3Page 55FOR
Approval of an advisory resolution approving the compensation of our named executive officers  
   
Proposal 34Page 5055FOR
Ratification of the appointment of HORNE LLP as our independent registered public accountants for 20182019  
Voting Procedures. Votes may be cast in any of the following ways:
Using the internet, at www.envisionreports.com/RNST. To vote via the internet, you will need the control number that is included on your proxy card or in the Notice, which was furnished to our institutional shareholders and shareholders who elected to receive proxy materials over the Internetinternet on March 15, 2018.14, 2019.
Using a toll-free telephone number, at 1-800-652-VOTE (8683). You will need the control number that is included on your proxy card or in the Notice.
By completing and mailing your proxy card to the address included on the card, if you received a paper copy of the proxy statement and proxy card.
In person, if you attend our annual meeting and are the record owner of our common stock or you obtain a broker representation letter from your bank, broker or other holder of our common stock.
It is important that your shares be represented and voted at our annual meeting. More information about our voting procedures, attendance at our meeting and revoking a proxy previously given may be found below in the “Voting Your Shares” section below.
COMPLETION OF OUR SUCCESSION PLAN
One of the Company’s most important strategic objectives has been the orderly succession of Mr. McGraw as our chief executive officer, which will be fully implemented in 2018. As we previously announced, effective onofficer. The succession was completed as of May 1, 2018, when Mr. McGraw will transitiontransitioned to the position of executive chairman, and Mr.C. Mitchell Waycaster will succeed Mr. McGrawassumed the position of our chief executive officer, and our chief financial officer, Kevin D. Chapman, fully assumed the position as our chief executiveoperating officer. Mr. Chapman, who has already assumed many of the chief operating officer’s responsibilities, will fully assume the role effective May 1, 2018.

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20172018 FINANCIAL PERFORMANCE AND RELATIONSHIP TO COMPENSATION
Maintaining the Link Between Pay and Performance. SinceLike his predecessor, Mr. Waycaster has continued to drive increases in shareholder value. As the beginningtables below indicate, in 2018 our diluted earnings per share again increased compared to the prior year. Total shareholder return decreased from 2017 to 2018, but we believe this decline is attributable to the decline in the market price of 2013, Mr. McGraw,our common stock over the course of 2018, similar to the decline in financial institution stock prices generally during 2018. The compensation paid to our chief executive officer has driven significant increases in shareholder value, as measured by diluted earnings per share and total shareholder return, whileremained relatively stable, with the amount of compensation we paid to Mr. Waycaster during 2018 somewhat below that paid to his compensation has remained relatively stable.predecessor, Mr. McGraw, in 2017.
chart-6b1532c0a5fbdab0583.jpgchart-9c7e35d711df4f86c1e.jpgchart-be8bab3df345552786ca04.jpgchart-a01452114b9a54afb72.jpg
During the same period, we have continuedin addition to grow our core net income, diluted earnings per share,EPS growth, our return on assets and return on equity:equity have also increased, as demonstrated in the table below:
 Year Ended December 31,
 2017 2016 2015 2014 2013
Net Income, with exclusions(1)
$113,736 $96,819 $75,932 $60,063 $37,899
Diluted EPS, with exclusions(1)
$2.42 $2.31 $2.11 $1.89 $1.38
Return on Average Tangible Assets, with exclusions(1)
1.32% 1.28% 1.23% 1.16% 0.89%
Return on Average Tangible Shareholders' Equity, with exclusions(1)
14.48% 16.23% 16.10% 16.37% 12.17%
 Year Ended December 31,
 2018 2017 2016 2015 2014
Diluted EPS (GAAP)$2.79 $1.96 $2.17 $1.88 $1.88
Diluted EPS, with exclusions (non-GAAP)(1)(2)
$3.00 $2.42 $2.31 $2.11 $1.89
Return on Average Assets (GAAP)1.32% 0.97% 1.08% 0.99% 1.02%
Return on Average Tangible Assets, with exclusions (non-GAAP)(1)(2)
1.58% 1.32% 1.28% 1.23% 1.16%
Return on Average Shareholders’ Equity (GAAP)8.64% 6.68% 8.15% 7.76% 8.61%
Return on Average Tangible Shareholders' Equity, with exclusions (non-GAAP)(1)(2)
17.14% 14.48% 16.23% 16.10% 16.37%
(1)
Exclusions include items consideredcharges with respect to which we are unable to accurately predict when these charges will be nonrecurring; for 2017, nonrecurring itemsincurred or, when incurred, the amount of the charge. For 2018, these charges were merger and conversion expenses and debt prepayment penalties, each on an after-tax basis,basis.
(2)Diluted EPS, with exclusions, return on average tangible assets, with exclusions, and the revaluation of net deferred tax assets. These performance measuresreturn on average tangible shareholders’ equity, with exclusions, are non-GAAP financial measures used by management to evaluate ongoing operating results and to assess ongoing profitability. For a reconciliation of these measures to their most comparable GAAP measures, please see (a) with respect to 2016, 2017 and 2018, as to net income and diluted EPS, the “Results of Operations-Net Interest Income” section and, as to return on average tangible assets and return on average tangible shareholders’ equity, the “Non-GAAP Financial Measures” section, each in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2017.2018, and (b) with respect to 2014 and 2015, as to diluted EPS, the “Results of Operations-Net Income” section and, as to return on average tangible assets and return on average tangible shareholders’ equity, the “Non-GAAP Financial Measures” section, each in Item 7, Management’s Discussion and

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Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2016.
Additional 20172018 Results. In 2017,2018, the Company also completed certain strategic objectives and achieved favorable operational and financial results:
aWe recorded our highest level of annual earnings in 2017,2018, with net income of $92.2$146.9 million, marking our fifthsixth consecutive year of record net income. Our diluted EPS of $1.96$2.79 represented a declinean $0.83 improvement over 2017. Our 2017 diluted EPS was impacted by our writedown of our net deferred tax assets stemming from changes in 2017 as compared to 2016, but the decline was primarily on account of the passage oftax rates effected by the Tax Cuts and Jobs Act enacted in December 2017. AsHowever, even excluding the $0.31 reduction to diluted EPS as a result of the tax legislation, we were required to revalue the Company’s net deferred tax assets, which resulted in an approximately $14.5 million charge to earnings, equal to a $0.31 decrease in diluted earnings per share. Diluted EPS for 2017 was also impacted by other nonrecurring items such as merger and conversion expenses and debt prepayment penalties; these items reducedasset writedown, our 2018 diluted EPS by $0.15 in the aggregate.

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aIn November 2017, we increased our annual dividend to $0.76 per share.
aTotal assets increased $1.1 billion during 2017 to $9.8 billion at December 31,grew approximately 23% from 2017. Our total assets were $10.3 billion at September 30, 2017, but in the fourth quarter of 2018 we implemented several strategic initiatives to manage total assets below $10.0 billion at year-end while not negatively impacting our core operations. As a result, we avoided the adverse impact of the Durbin Amendment to the Dodd-Frank Act (the “Dodd-Frank Act”), which imposes limitations on the amount of debit card interchange fees banks with assets over $10 billion may collect. We had previously estimated that the Durbin Amendment would have reduced our interchange fee income in 2018 by approximately $2.1 million to $2.3 million per quarter, beginning in the third quarter. Management’s efforts to manage our assets below $10 billion successfully avoided a substantial adverse impact to our noninterest income in 2018.
a
In 2017, we expanded our geographic footprint in Memphis and Nashville, Tennessee, and the Jackson, Mississippi metropolitan statistical area by successfully completing our acquisition of Metropolitan BancGroup, Inc., or Metropolitan, and its subsidiary Metropolitan Bank. This acquisition added eight offices and increased our total assets by $1.4 billion, including total loans of $968 million as of the acquisition date.
aWe continuedcompleted our acquisition of Brand Group Holdings, Inc. and its subsidiary The Brand Banking Company (which we refer to enjoy excellent asset qualitycollectively as “Brand” in this proxy statement) on September 1, 2018. By acquiring Brand, we added 13 locations throughout the greater Atlanta area, one of our strategic growth markets. Also, as of the acquisition date (and prior to purchase accounting adjustments), we acquired $2.0 billion in assets, including $1.6 billion in loans, and $1.7 billion in deposits.
aWe increased our annual dividend twice in 2018. The annual dividend now stands at $0.84 per share, an approximately 10% increase from 2017. Total
aIn 2018, in addition to the new locations added in the Brand merger, we expanded our geographic footprint in Tennessee and Georgia through new branch openings, and we also added market leaders and producers throughout our footprint, which, together with production from our existing locations, contributed to our non-purchased non-performing assets declined $13.3 millionloan growth of over 14% from December 31, 2016 to December 31, 2017. Net loan charge-offs were 0.06% of average loans for 2017, as compared to 0.12% of average loans for 2016.
aOur cumulative total shareholder return, or TSR, for the three-year period endingasset quality metrics continued to remain strong in 2018. Total non-purchased non-performing assets remained flat from December 31, 2017 was 48.7%.to December 31, 2018 even as our total assets increased. Net loan charge-offs were 0.05% of average loans for 2018 compared to 0.06% of average loans for 2017. As a percentage of total assets, all credit metrics, including nonperforming assets, loans 30-89 days past due and our internal watch list were at or near historical lows at the end of 2018.





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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
GOVERNING DOCUMENTS AND PRACTICES
Code of Ethics. We expect our directors, officers and employees to act and make decisions that are in our best interests, and we discourage situations which present a conflict between our interests and their own personal interests. Under our Code of Business Conduct and Ethics, our “Code of Ethics,” our directors, officers and employees may not engage in any business or conduct, or enter into any contract or arrangement, that would give rise to an actual or potential conflict of interest without the prior approval of our board or other appropriate supervisor. We require our directors, officers and employees to annually certify that they have read and understand their obligations under the Code of Ethics. A copy of our Code of Ethics is available at www.renasant.com by clicking on “Corporate Overview” under the “Investor Relations” tab, then clicking on “Governance Documents” and then “Code of Ethics.”
Committee Charters. The board of directors has five standing committees: an executive committee, an audit committee, a compensation committee, an enterprise risk management committee, or “ERM committee,” and a nominating and corporate governance committee, or “nominating committee.” Each committee is governed by a written charter. Charters for the audit, compensation, ERM and nominating committeescharter, copies of which are available at www.renasant.com, by clicking on “Corporate Overview” under the “Investor Relations” tab, then on “Governance Documents” and then selecting the desired charter.
Insider Trading Policy. The board of directors has adopted a policy designed to prevent insider trading of our securities. Our insider trading policy generally prohibits our directors, officers and employees, their immediate family members and entities that they control from purchasing or selling our securities while in possession of material nonpublic information and from disclosing material nonpublic information to third parties. An additional restriction applies to our directors, senior executive officers and certain other individuals, such as senior accounting staff: these individuals may trade in our securities only during a “trading window” (and provided that he or she is not otherwise in possession of material nonpublic information). The trading window opens two trading days after our quarterly earnings release and closes early in the last month of each quarter. Annually our directors, officers and employees must certify that they have reviewed our insider trading policy and understand their obligations under the policy.
In 2018, the board approved updates to our insider trading policy. The board added a “pre-clearance” requirement, applicable to those individuals who may trade only during a trading window, whom we refer to as “covered persons.” Under this requirement, a covered person may not trade in our securities, even during an open trading window, unless a committee made up of our chief operating officer, our chief accounting officer and our governance counsel approves the transaction. This pre-clearance requirement enhances our efforts to prevent insider trading by giving us the opportunity to evaluate a proposed trade in advance and independently decide whether the covered person possesses material nonpublic information even though the trading window is open. The insider trading policy was also updated to clarify that a significant cybersecurity incident or disruption to our information technology infrastructure constitutes a “material” event that precludes trading in our securities until appropriate disclosures have been made.
Review and Approval of Related Person Transactions. The entire board of directors is responsible for reviewing and approving or ratifying all material transactions between us andor our subsidiaries involving a related person. Related persons includeand any of our directors or executive officers, their immediate family members and businesses with which they are associated.associated (we refer to these persons and entities as “related persons”). The board reviews transactions involving related persons to ensure that the terms of any such transaction are substantially the same as the terms that would be expected if the transaction were with a person or entity that is not related to us or the Bank. To identify related person transactions, each year we require our directors and executive officers to complete Director and Officer Questionnaires. These questionnaires require our directors and executive officers to list all related persons and any transactions with us in which the director or executive officer or their immediate family members ora related entities haveperson has an interest. In addition, we review loan and deposit balances as well as accounts payable to our vendors to identify relationships with related persons. When the board reviews and approves or ratifies related person transactions, the director or executive officer associated with the matter must abstain from voting and is not present while discussions and deliberations are held.held and, if the transaction involves a director, this director must abstain from voting on the matter. The types of transactions that must be reviewed and approved or ratified include extensions of credit, real property leases and other business relationships.
Other than our Code of Ethics, our related person transaction policy is not in writing. However, we have adopted written policies to comply with regulatory requirements and restrictions applicable to us, including Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs loans by the Bank to its executive officers, directors and principal shareholders).

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BOARD GOVERNANCE
Retirement Policy. Our Amended and Restated Bylaws, which we refer to as our “Bylaws,” include thea written retirement policy applicable to our board of directors:
A director may not stand for election after reaching age 72; and
Any director who attains age 72 during his or her elected term may serve only until the next regular meeting of our shareholders.
By waiver,The board may waive the board mayrequirement and permit a director to stand for reelection after he or she reaches the age of 72, or the board may waive the requirement that a director who has attained 72 resign at the next regular meeting of shareholders. To be effective, a waiver must be approved by the affirmative vote of at least two-thirds of the directors then in office, excluding the vote of the director to whom the waiver vote applies. Mr. McGraw is age 72. At its January 2019 meeting, our board unanimously voted to nominate Mr. McGraw for election as a Class 2 director. Accordingly, assuming Mr. McGraw is elected at the annual meeting, he may serve as a director until the 2020 annual meeting (rather than the 2022 annual meeting, as is the case for our other Class 2 director nominees), subject to his receipt of a waiver from the board allowing him to serve an additional year.
A waiver applies only until the next regular meeting of our shareholders, when the board may again waive the requirement that a director who has attained age 72 resign from the board. In no event may a director receive more than three waivers, with the result that all of our directors must cease to serve as of the regular meeting of shareholders that follows the attainment of age 75.
Director Stock Ownership Guidelines. Our board has adopted stock ownership guidelines that require our non-employee directors to own a substantial number of shares of Renasant common stock. The board believes that ownership of our stock achieves two important goals: (1) it demonstrates to our shareholders and the investing public the directors’ commitment to and belief in the long-term value of our stock and thereby bolster(2) it enhances the alignment of our directors’ financial interests with those of our shareholders. Within
The stock ownership guidelines were most recently updated in February 2019. Under the current guidelines, within five years of becoming a director, each non-employee director must own stock with a value equal to at least three times the annual cash retainer. In addition, within the first year of his or her election or appointment to the board, a director must own at least 500 shares of common stock. By the endstock, regardless of the fifth year of service,value. Shares that a director must own at least 3,500 shares of common stock. has pledged do not count toward his or her required minimum ownership levels.
Based on our stock price asan annual cash retainer of March 7, 2018,$40,000 (the retainer for 2019), the guidelines require new directors to have at least a $22,270 investment in the Company, and directors with at least five years of service must haveto own Renasant common stock with a value of at

4




least a $155,890investment in the Company.
As$120,000. Using our stock price as of the date of this proxy statement,March 4, 2019, all of our directors own at least twice$192,130 of our common stock, except for Sean M. Suggs and Connie L. Engel, who joined the number ofboard in May and September 2018, respectively. Mr. Suggs and Ms. Engel both own at least 500 shares of common stock required to be owned under the stock ownership guidelines.our stock.
Board, Committee and Director Performance Assessments. As part of its effort to ensure that the Company has a high-functioning board with the collective knowledge, experience and skills necessary to guide a financial institution such as the Company, on an annual basisRenasant, our nominating committee annually conducts a board assessment that has been developed and is administered by an independent third party. EachAs part of the assessment, each director providesis asked to provide, on an anonymous basis, his or her opinions on various criteria relating totopics, including: (1) the interaction between the board and management, (2) the organization of the board, (3) the conduct of board and committee meetings, and(4) each director’s fulfillment of his or her responsibilities as a director among other things, as part of the assessment.and (5) director compensation. After analyzing the results, the nominating committee makes recommendations to improve the operations of the board and to address any deficiencies that have been identified during the assessment process.
In addition to the assessment of the entire board, the nominating committee performs anfacilitates a peer assessment of each director whose term in office is expiring at the next annual meeting. ThisFor this assessment, reviewsthe nominating committee asks each director’sdirector to assess the individual contribution to the board and participation in board and committee meetings and other board activities, among other things.things, of each director whose term in office is expiring. The committee uses this information as one tool in determining whether a director whose term is expiring should be nominated for reelection.
Finally, most committees of the board annually perform a self-assessment. These committee self-assessments are designed to elicit input from committee members regarding the efficiency of the committee’s operations and ways that the committee can better fulfill its particular obligations. We expect the committees that do not already conduct annual

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self-assessments to have an assessment process in place before the end of 2019.
BOARD OF DIRECTORS
Structure. There are currently 1715 members of our board of directors, divided into three classes:
Class 1Class 2Class 3
Donald Clark, Jr.John M. CreekmoreMarshall H. Dickerson
Albert J. Dale, IIIJill V. DeerR. Rick Hart
John T. FoyNeal A. Holland, Jr.Richard L. Heyer, Jr.
George H. Booth, II(1)
C. Mitchell Waycaster		E. Robinson McGraw
J. Niles McNeel
Frank B. Brooks(1)
Hollis C. Cheek(1)
Connie L. Engel		Sean M. SuggsMichael D. Shmerling
Hugh S. Potts, Jr.(1)
Fred F. Sharpe(1)
(1)
EffectiveMr. McNeel will retire effective as of ourthe annual meeting: Mr. Booth will retire; Messrs. Brooks, Potts and Cheek will bemeeting, as required pursuant to step down under our retirement policy; and Mr. Sharpe will cease to serve because he was not renominated (although Messrs. Potts, Cheek and Sharpe will continue to serve on the Bank’s board of directors).policy.
The current term of office for our Class 1 directors expires at the 20182021 annual meeting; the current term of office for our Class 2 directors expires at the 2019 annual meeting; and the current term of office for our Class 3 directors expires at the 2020 annual meeting.
After our annual meeting and assuming that all of our nominees are elected, the board will be reduced to 13have 14 members, which the board has determined is an appropriate number to fulfill its responsibilities in light of our current and anticipated size and nature of operations. The board will remain divided into three classes, with fourfive Class 1 directors, fourfive Class 2 directors and fivefour Class 3 directors.
Meetings. Our board held seven13 meetings in 2017.2018. All directors attended at least 75% of the total number of board meetings and the meetings of the committees on which they served. The members of the board who are “independent directors” under the Listing Rules of the NASDAQ Stock Market, LLC, or Nasdaq, met in executive session six times during 2017.2018. We do not have a policy requiring director attendance at our annual meeting. All of our current directors attended the 20172018 annual meeting, and we expect our entire board to attend this year’s annual meeting.
BOARD LEADERSHIP STRUCTURE
Our chief executive officerchairman serves as chairman of the board, and the board has appointed a lead director.
Chairman. E. Robinson McGraw, our chief executive officer,chairman, serves as chairman of the board of the Company and the board of the Bank. We have retained Mr. McGraw will remain as chairman of the Company and Bank boardsboard following his transition

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to the executive chairman role after the annual meeting.
We have chosen a board leadership structure with Mr. McGraw serving as chairman because this structure results in a single voice speaking for the Company and presents a unified and clear chain of command. As from our and the Bank’s chief executive officer to our executive chairman because we believe this structure continues to enhance the board’s operations. Mr. McGraw serves as an effective bridge between our non-employee directors and management. As executive chairman, Mr. McGraw remains significantly involved, with Mr. Waycaster and the rest of Renasant’s senior executive management, in developing Renasant’s strategic plan and implementing the steps needed to achieve the goals set forth in the strategic plan. In addition, Mr. McGraw is positionedable to provide critical insight on the current statusstate of our overall operations, our future plans and prospects and the risks faced by the Company and the Bank (and we expect this will remain the case after he becomes executive chairman). The individual most knowledgeable aboutBank. With such a deep knowledge of the Company and the Bank, and their respective operationsMr. McGraw is responsible forideally suited to leading the board’s discussions.
The board has retained the authority to separate the positions of chairman and chief executive officer if it finds that the board’s responsibilities can be better fulfilled with a different structure.
Lead Director. John M. Creekmore serves as “lead director” of our board of directors and is a member of the board’s executive committee. The members of the board who meet the definition of “independent director” under the Nasdaq Listing Rules select our lead director; no lead director is required if the chairman qualifies as an “independent director.”
The lead director serves as an independent counterbalance to the chairman of the board and essentially as a co-equal. Mr. Creekmore has been a director since 1997, predating Mr. McGraw’s (and Mr. Waycaster’s) service on the board, which we believe adds weight to his independent voice on the board. The duties of the lead director are described in our Bylaws and include the following:
With the chairman, scheduling and setting the agenda for board meetings;
Scheduling, setting the agenda for, and chairing all executive sessions of the “independent directors” of the board;
Determining the appropriate materials to be sent to directors for all meetings;

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Acting as a liaison between the board and the chief executive officer and our other executive officers;
Assisting the compensation committee in evaluating the chief executive officer’s performance;
Assisting the nominating and corporate governance committee in its annual assessment of the board’s committee structure and each committee’s performance; and
Overseeing the board’s communications with our shareholders.
In addition, the lead director may call the board into executive session (that is, a meeting of only those directors who are “independent directors”) to discuss matters outside the presence of the chairman and other non-independent directors. The lead director is also expected to familiarize himself with the Company, the Bank and the banking industry in general. He also is expected to keep abreast of developments in the principles of good corporate governance.
BOARD COMMITTEES
The current members of each of our Executive, Audit, Nominating and Corporate Governance, Compensation and Enterprise Risk Management Committees, and a brief description of each committee’s function, are discussed below:
Executive Committee
John M. Creekmore, Chair
The executive committee is comprised of the chairman of the board, the lead director and three additional directors who are “independent directors” as defined in the Nasdaq Listing Rules. Since our chief executive officer also serves as chairman of the board, one additional independent director has been appointed. During 2017, the committee held 14 meetings.
The executive committee exercises the power and authority of the full board of directors between scheduled board meetings. Among other things, the executive committee takes a lead role in succession planning for our senior management. The ability of the executive committee to act is subject to limitations imposed under Mississippi law and the committee’s charter.


The executive committee is comprised of the chairman of the board, the lead director, the chief executive officer and three additional directors who are “independent directors” as defined in the Nasdaq Listing Rules. During 2018, the committee held 15 meetings.
Neal A. Holland, Jr., Vice-Chair
Frank B. Brooks
Albert J. Dale, III
John T. Foy
E. Robinson McGraw
C. Mitchell Waycaster


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Audit Committee 
John T. Foy, ChairThe audit committee's responsibilities include the following:
Frank B. Brooks,Marshall H. Dickerson, Vice-Chair(1)
ŸAppointing, compensating and overseeing our independent registered public accountants;
Hollis C. Cheek
Jill V. Deer
Connie L. EngelŸMonitoring the integrity of our financial reporting process and system of internal controls;
Marshall H. DickersonJ. Niles McNeel
Michael D. ShmerlingŸMonitoring the independence and performance of our independent registered public accountants and internal auditing department;
  
(1)
Mr. Dickerson will succeed Mr. Brooks as Vice-Chair following the annual meeting.ŸPre-approving all auditing and permitted non-audit services provided by our independent registered public accountants;
 
  ŸFacilitating communication among our independent registered public accountants, management, the internal auditing department and the board of directors; and
  
  ŸEstablishing procedures for (1) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, and (2) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
  
  
  
The sections below titled “Report of the Audit Committee” and “Independent Registered Public Accountants” describe the actions taken in 20172018 and the committee's processes.
  
  Each member of our audit committee is an “independent director” within the meaning of the Nasdaq Listing Rules, satisfies the other requirements for audit committee membership under the Nasdaq Listing Rules and meets all independence requirements under the SEC regulations. The board has determined that Mr. Shmerling qualifies as an “audit committee financial expert” under the applicable SEC regulations and satisfies the financial sophistication requirements under the Nasdaq Listing Rules. During 2017,2018, the committee held 1718 meetings.
  
  
  
  

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Nominating and Corporate Governance Committee
Neal A. Holland, Jr., Chair
The nominating committee evaluates, nominates and recommends individuals for membership on our board of directors and the board'sboard’s committees. Specific information about our director selection process is below under the heading “Director Selection.” In addition, the committee oversees the formation and implementation of our governance policies, including our stock ownership guidelines and the annual performance assessments for the board and each director.director performance assessments. More information about our stock ownership guidelines and these assessments may be found above under the heading “Board Governance,” paragraphheading in the paragraphs titled “Director Stock Ownership Requirements” and “Board and Director Performance Assessments.,” respectively.
Each member of the nominating committee is an “independent director” under the Nasdaq Listing Rules. During 2017,2018, the committee held ten11 meetings.
John M. Creekmore, Vice-Chair
Marshall H. Dickerson
John T. Foy
J. Niles McNeel
Michael D. Shmerling
 
Compensation Committee
Albert J. Dale, III, Chair
The compensation committee’s primary functions are setting our compensation strategy and administering the compensation of our named executive officers. The “Compensation Discussion and Analysis,” or CD&A, section below explains the compensation committee’s processes and procedures and discusses its specific decisions with respect to 20172018 compensation.
Each member of the committee is an “independent director” within the meaning of the Nasdaq Listing Rules and a “non-employee director” under SEC regulations. In determining independence, the board considered each member’s ability to be independent from management, each member’s in light of his relationships with us and the Bank,  including any compensation (such as consulting, advisory or other compensatory payments), received from us or the Bank, whether the member is considered our affiliate and additional relevant factors. The committee met eight sixtimes during 2017.2018.
J. Niles McNeel, Vice-Chair
Frank B. Brooks
John M. Creekmore
Richard L. Heyer, Jr., Vice-Chair
J. Niles McNeel
John M. Creekmore
Neal A. Holland, Jr.
 
 

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Enterprise Risk Management (ERM) Committee
Michael D. Shmerling, Chair
The ERM committee has overall responsibility for our enterprise-wide risk assessment management and oversight process. More information about the Company’s risk assessment process and the role of the committee may be found below under the heading “Role of the Board in Risk Oversight.”
Each member of the ERM committee is an “independent director” as defined under the Nasdaq Listing Rules. During 2017,2018, the committee held four meetings.

Marshall H. Dickerson,John T. Foy, Vice-Chair
John M. Creekmore
Albert J. Dale, III
John T. FoyMarshall H. Dickerson
Richard L. Heyer, Jr.
Neal A. Holland, Jr.
We update our corporate website, www.renasant.com, to reflect any changes in the membership of these committees. You can find this information by clicking on “Corporate Overview” under the “Investor Relations” tab, then clicking on “Committee Charting.”
ROLE OF THE BOARD IN RISK OVERSIGHT
Our full board of directors is ultimately responsible for the oversight and management of our risk management and mitigation functions. To identify and mitigate risk, the board primarily acts through a committee structure.structure, as detailed below. At least annually the full board receives presentations from management on the processes and procedures that we have implemented to identify and mitigate various risks facing the Company. These presentations assist our directors not only in performing their risk-oversight responsibilities on various committees but also reviewing on an informed basis the work of committees on which they do not serve. In 2018, among other topics, our chief risk officer detailed our enterprise risk management program, our chief credit officer outlined our credit underwriting and administration program and our chief technology officer gave a presentation on our current cybersecurity infrastructure and the planned enhancements thereto.
The board’s ERM committee is primarily responsible for identifying enterprise-wide risks (including cyber-security risks), assessing how each risk might affect other risks and facilitating the Company’s operations within risk tolerance levels that are established by management and reviewed by the board. The committee oversees and assists management in the risk assessment process and the implementation of comprehensive risk management processes and procedures, it validates risk tolerance levels suggested by management, and it reviews and adopts policies, procedures and controls

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that are intended to mitigate risk.
The ERM committee generally addresses enterprise-wide risk; otherrisk. Other standing committees, working with management committees that report to these committees, are used to identify and mitigate more specific risks, including:
The board’s audit committee, which focuses on financial reporting and operational risk. This committee meets regularly with management, our independent registered public accountants and our internal auditors to discuss the integrity of our financial reporting processes and internal controls and the steps taken to monitor and control related risks. In addition, at almost every meeting the committee receives a management presentation designed to give the committee a better understanding of our operations and how the subject of the presentation impacts our overall operational risk. More information about the audit committee can be found above under the heading “Board Committees” and below in the “Report of the Audit Committee” and “Independent Registered Public Accountants” sections.

The board’s compensation committee, which evaluates risks associated with our executive compensation programs. The compensation committee is assisted by the Bank’s incentive compensation committee, which is comprised of senior management and reports directly to the compensation committee. The incentive compensation committee reviews our cash and equity incentive compensation arrangements (for both executive and non-executive employees) to ensure that these arrangements appropriately balance risks and financial rewards in a manner that does not encourage or expose the Bank or the Company to imprudent risks. Morerisks, whether financial, credit, regulatory or otherwise. The steps we have taken to address risks associated with our executive compensation program are described in the CD&A section below. Other risk mitigation practices apply to specific groups of employees. For example, our lenders may be eligible for incentives based on their loan production. This creates a risk that a lender may try to make riskier loans to boost his or her incentive. We have addressed this risk by, among other things, requiring that a lender satisfy loan quality thresholds consistent with our overall goals for loan portfolio performance as a condition to his or her eligibility to receive an incentive payment. As another example, mortgage originators are compensated on a commission basis, based on the volume of loans originated. This creates a risk that employees may focus on higher income, non-minority areas, exposing us to criticism from a fair lending perspective, among other things. We have addressed this risk by imposing goals for low income and minority lending. On an ongoing basis, the incentive compensation committee monitors our incentive compensation arrangements to determine whether additional risk mitigants are necessary. The CD&A section provides more information about the activities of the compensation committee, including the Bank’s incentive compensation committee, can be found below in the CD&A.committee.
Our Bank’s
The loan committee, which is primarily responsible for credit and other risks arising in connection with our lending activities and overseeing management committees that also address these risks. The loan committee’s work is supplemented by a number of management committees that report to it on various aspects of our lending activities, such as loss management.

The Bank’s investment committee, which monitors our interest rate and liquidity risk.  The committee has two primary goals with respect to risk with the goal of structuringoversight: (1) to structure our asset-liability composition to maximizein a way that maximizes our net interest income while minimizing the adverse impact of changes in interest rates on interest income and capital.capital; and (2) to ensure that we have adequate sources of short and long-term liquidity both under the current interest rate environment and under various hypothetical interest rate scenarios.  The asset/liability committee, a management committee reporting to the investment committee, monitors our interest rate sensitivity and makes decisions relating to that process.

At each board meeting, each committee chair provides a report to the full board of directors on the committee’s specific risk oversight and mitigation responsibilities.responsibilities. To the extent that any risk reported to the full board needs to be addressed outside the presence of management, the board may call an executive session to discuss the issue.issue.
In addition to our full board of directors and committee structure, Mr. McGraw, in his capacityWaycaster, as our most seniorchief executive officer, oversees management’s role in the implementation of our risk management processes by ensuring access to adequate and timely reports and information, access to our employees and the prompt implementation of recommendations by our committees. Mr. Creekmore, as our lead director, is able to lead an independent review of the risk assessments developed by management and reported to the committees. Finally, we have a chief risk officer who leads management’s assessment of the risks we face, the determination of our risk tolerance levels and the implementation of effective risk management processes and procedures.

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DIRECTOR SELECTION
The nominating committee evaluates and recommends potential new directors based upon the needs of the board and the Company. The committee’s objective is to craft a board composed of individuals with a broad mix of backgrounds and experiences and possessing, as a whole, the knowledge, skills and experience necessary to guide a publicly-traded financial institution like Renasant in the prevailing business environment.
Although there is no formal policy, the board and nominating committee, as well as our management, believe that board membership should reflect diversity in its broadest sense. The nominating committee considers a candidate’s gender, ethnicity, experience, education, geographic location and difference of viewpoint when evaluating his or her qualifications for election to the board.
In addition to the eligibility requirements included in our Bylaws, the following qualifications and qualities, among others, are evaluated by the nominating committee:
“Independence” within the meaning of the Nasdaq Listing Rules and SEC rules and regulations;
Experience in banking or in marketing, finance, legal, accounting or other professional disciplines;
Diversity of background and other characteristics that are reflective of our shareholders;
Familiarity with and participation in the local communities in which we do business;
Prominence and a highly-respected reputation in his or her profession;
A proven record of honest and ethical conduct, personal integrity and independent judgment;
Ability to represent the interests of our shareholders; and
Ability to devote time to fulfill the responsibilities of a director and to enhance their knowledge of our industry.
Usually, nominees for election to the board are proposed by the current members of the board.board or executive management. For example, Mr. Suggs, who joined the board in May 2018, was recommended by Messrs. McGraw and Waycaster. As to Ms. Engel, as part of our merger agreement with Brand, we agreed to appoint one Brand director to our board upon completion of the merger. After reviewing the qualifications of the members of Brand’s board and interviewing certain candidates, the nominating committee recommended the appointment of Ms. Engel to our board upon completion of the merger. The nominating committee will also consider candidates that shareholders and others recommend, and the committee uses the same criteria in assessing shareholder-recommended candidates as it does for candidates proposed by the committee or another board member. More information about the process for shareholder recommendations may be found below under the heading “Shareholder Communications” in the paragraph titled “Process for Shareholder Recommendations.”
DIRECTOR INDEPENDENCE
The board has determined that each of our directors (including directorsMr. McNeel, whose service on the board will cease after the annual meeting) is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules, with the exception of Messrs. McGraw, Hart Potts and Waycaster (who is a nominee for election towho are not independent directors because they are Renasant employees. In addition, the board).board previously determined that Hollis C. Cheek and Fred F. Sharpe, whose terms as directors ended as of the 2018 annual meeting, were independent directors under Rule 5605(a)(2) while they served on our board. When determining each director’s status as an “independent director,” the board evaluated the following relationships involving Renasant or the Bank:
Transactions involving a director, members of his or her immediate family and business with which they are associated and the Company or the Bank (more information about these transactions may be found below under the headings “Indebtedness of Directors and Executive Officers” and “Other Related Person Transactions”).
The Bank employs the sons of three of our directors: (1) Mr. Creekmore’s son works as a credit analystportfolio manager in its credit administration department, andthe Bank's corporate banking department; (2) Dr. Heyer’s son is employed as an investment officer in the Bank’s wealth management division; and (3) Mr. Holland's son is a trainee in the Bank's wealth management division. Neither employeeNone of these employees is considered an “executive officer” of the Company, and neither employee receivednor did any of them receive compensation for 20172018 at a level that would cause his employment to constitute a “related person” transaction under applicable SEC regulations. The compensation paid to each employee was consistent with the compensation paid to similarly-situated employees of the Bank.
Messrs. McGraw, Hart and Waycaster are not independent directors because they are Renasant employees. After considering a number of factors, including the employment of his son as an officer of the Bank, our board also determined that Mr. Potts was not independent. More information about the employment of Mr. Pott’s son is described below under the heading “Other Related Person Transactions.”

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compensation paid to similarly-situated employees of the Bank.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
Certain of our directors and executive officers, members of their immediate families and businesses with which they are associated are customers of the Bank and have entered into loan transactions with the Bank. These transactions were made in the ordinary course of the Bank’s business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. The Bank’s board of directors approved all such loans in accordance with the Federal Reserve’s Regulation O and other bank regulatory requirements.
OTHER RELATED PERSON TRANSACTIONS
In addition to the loan transactions described above, we have deposit and other financial services-related relationships in the ordinary course of the Bank’s business with our directors and executive officers, members of their immediate families and businesses with which they are associated, and we expect to engage in similar transactions with these persons in the future. All certificates of deposit and depository relationships with these persons were made in the ordinary course of the Bank’s business and involved substantially the same terms, including interest rates, as those prevailing at the time for comparable depository relationships with persons not related to the Company or the Bank.
In addition, in 2018 we entered into transactions in which Bartow Morgan, Jr., our chief commercial banking officer, has a direct or indirect material interest, or we became a party to transactions in which Mr. Morgan has a material interest as a result of the completion of the Brand acquisition on September 1, 2018. Our related person transactions involving Mr. Morgan are described below:
Brand was party to real estate leases with entities owned by a trust of which Mr. Morgan is a trustee and an approximate 25% beneficiary (taking into account the interest of Mr. Morgan and his children) (together with his siblings) (this trust is referred to as the “Morgan Family Trust”), under which Brand leased from the entities owned by the Morgan Family Trust real estate on which a Brand branch was located. Upon the completion of the Brand acquisition, Renasant assumed these leases. The following table sets forth (1) the location of each of these branches; (2) the lease payments made in 2018; and (3) the payments due over the remaining terms of each of the leases, which expire at various times between 2022 and 2025 (amounts in the columns below include, to the extent known, triple net charges):

Branch Address
Lease payments in 2018(1)
Lease payments due from January 1, 2019 through remaining term of lease
2255 Buford Highway Buford, Georgia 30518$407,549 (138,121)$1,373,255
6224 Sugarloaf Parkway, 1st floor Duluth, Georgia 30097$444,378 (139,713)$1,493,860
6224 Sugarloaf Parkway, 2nd and 3rd floors Duluth, Georgia 30097$500,172 (173,895)$2,264,810
6515 Sugarloaf Parkway, Suites 150 and 160 Duluth, Georgia 30097$68,106 (34,069)$301,280
1255 Lakes Parkway, Buildings 100 and 200 Lawrenceville, Georgia 30043$523,891 (175,641)$2,656,121
1255 Lakes Parkway, Suites 110 and 180 Lawrenceville, Georgia 30043$237,180 (79,750)$1,206,131
480 Peachtree Industrial Boulevard Suwanee, Georgia 30024$197,788 (67,309)$560,319

(1)Amounts in parenthesis represent the portion of the lease payments paid after September 1, 2018, the date on which we completed the Brand acquisition. The balance was paid by Brand prior to September 1, 2018.
On account of his understanding of the markets in which the above-listed branches operate, Mr. Morgan will likely play a role in determining whether the Bank employsshould continue to maintain a branch in the following individuals whomarket generally. He will not, however, participate in discussions as to whether to renew any expiring lease or find another location

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for the branch within the market. If management elects to renew an expiring lease, Mr. Morgan will not participate in the negotiations regarding the rent or the other terms and conditions of the lease renewal, which will ultimately be subject to final approval by our board.
Brand Properties, LLC and Brand Real Estate Services, Inc., both of which are owned by the Morgan Family Trust, provided property management services for the above-listed branch locations and our Dacula, Georgia branch location to Brand, prior to September 1, 2018, and to us, after the completion of the Brand acquisition. In 2018, these entities were paid $33,358 in the aggregate for property management services, and we expect to pay an aggregate of approximately $139,000 to these entities over the remaining terms of the above leases for such services (these entities do not provide property management services with respect to any of our other locations). Additionally, Brand had contracted with Brand Properties, LLC to develop and construct its Dacula branch, which construction was completed in the summer of 2018. Brand Properties was paid an aggregate of $2,252,152 under this contract, of which $464,439 was paid after September 1, 2018.

Brand maintained “split-dollar” insurance arrangements for the benefit of life insurance trusts established by Mr. Morgan and certain of his siblings, which we assumed upon the completion of the Brand acquisition. Under these arrangements, the trusts (whose beneficiaries were parties related persons (in addition to Mr. Creekmore’s sonMorgan or his siblings) acquired and Dr. Heyer’s son, described above underowned life insurance policies on the heading “Director Independence”):
The sonlives of R. Rick Hart, an executive officerMr. Morgan and a director, is a Senior Vice Presidentthe siblings, and Commercial Relationship OfficerBrand was contractually obligated to pay the premiums. Upon the insured’s death or the earlier termination of the Bank, locatedsplit dollar arrangements, each trust is obligated to repay to Brand (and now to us) the aggregate amount of the premium payments made on behalf of the trust or, under some of the arrangements, the cash surrender value of policy, if greater than the aggregate premiums paid. We intend to terminate these split-dollar insurance arrangements in Nashville, Tennessee.a manner that avoids loss to the Company. In 2017, his total cash compensation was $255,005,2018, premium payments in the aggregate amount of $335,362 were made by Brand (prior to September 1, 2018) and he received an awardRenasant (after the completion of 450 sharesthe Brand acquisition), and we have made premium payments in the aggregate amount of time-based restricted stock that will fully vest$158,662 in 2020.the first two months of 2019.

Upon the completion of our acquisition of Brand, GardenBrand, LLC, previously a wholly-owned subsidiary of The son of Hugh S. Potts, Jr.,Brand Banking Company, became a director, is an Executive Vice President and the Chief Investment Officerwholly-owned subsidiary of the Bank. In 2017, his total cash compensation was $207,692,GardenBrand, LLC is party to a purchase and he received an award of 700 shares of time-based restricted stock that will fully vestsale agreement with two entities owned by the Morgan Family Trust. Under this agreement, GardenBrand, LLC has agreed to sell a vacant lot in 2020.
NeitherAtlanta, Georgia, to one of the foregoing employeesentities owned by the Morgan Family Trust in exchange for the real estate, owned by the other entity owned by the Morgan Family Trust, on which the Bank’s branch in Suwanee, Georgia, is located and cash. The purchase and sale agreement was entered into in 2015; in November 2018 we agreed to extend the deadline for closing the transaction for six months. As a condition of the extension, $150,000 in earnest money was irrevocably released to us. Our executive committee reviewed and approved the terms of the proposed extension before we amended the purchase sale and agreement to provide for the extension.

Brand owned warrants to purchase the common stock of a “fintech” company, and the Bank acquired these warrants upon the completion of the Brand acquisition. Our management decided to sell these warrants, which Mr. Morgan offered to purchase for their book value, which was $603,009. To evaluate Mr. Morgan’s offer, the board directed management to ascertain whether (1) there were any other parties interested in acquiring the warrants and (2) the Bank would be likely to obtain a better price than the price offered by Mr. Morgan. Management contacted investment bankers with knowledge of the industry in which this fintech company operates and was advised that, due to the speculative nature of the warrants and the fintech company’s operating results to date, the Bank was unlikely to find any other buyer for the warrants at all, much less a buyer willing to pay more than book value for the warrants. After receiving this advice, the board approved the sale of the warrants for $603,009 to an “executive officer” as that termentity of which Mr. Morgan is defined under SEC rules and regulations.a 50% owner. The sale was completed in December 2018.

LEGAL PROCEEDINGS INVOLVING A DIRECTOR OR EXECUTIVE OFFICER AND THE COMPANY OR THE BANK
We are not aware of any current legal proceedings where any of our directors, executive officers or other affiliates, any holder of more than 5% of our common stock, or any of their respective associates, is a party adverse to, or has a material interest adverse to, us, the Bank or any of our other subsidiaries.
SHAREHOLDER COMMUNICATIONS
Receipt of Proxy Materials. If you received a paper copy of this proxy statement, you can elect to receive future proxy materials over the internet. Please refer to your proxy card for instructions for requesting electronic delivery of our

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proxy materials. If you received the Notice of the electronic availability of our proxy materials, you may obtain a paper copy of the materials. Please refer to the Notice for instructions for ordering a paper copy of the proxy materials and selecting a future delivery preference.
Shareholder Questions. Although we have no formal policy, shareholders may send communications to the board and individual directors by contacting Kevin D. Chapman, our Chief Financial and Operating Officer, in one of the following ways:
By writing to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: Chief Financial Officer;
By e-mail to KChapman@renasant.com; or
By phone at (662) 680-1450.
Mr. Chapman will forward to the audit committee any communication concerning employee fraud or accounting matters, and he will forward to the full board any communication relating to corporate governance or requiring action by the board of directors. Mr. Chapman will respond to communications that may be addressed most effectively by management.

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Process for Shareholder Recommendations. Shareholders may recommend candidates for election to the board of directors. Recommendations should be addressed to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: Secretary. Recommendations must be submitted to us no earlier than December 25, 2018,2019, and no later than January 24, 2019,2020, for consideration as a possible nominee for election to the board at our 20192020 annual meeting.
The advance notice and eligibility provisions that apply to shareholder recommendations of director candidates are set forth in Article III, Section 9, of our Bylaws, a copy of which is available upon request. Among other things, a shareholders’shareholder's notice must include the following information as to each nominee:
The reason for making the nomination;
All arrangements or understandings between or among the recommending shareholder(s) and the nominee, as well as any information that would have to be disclosed under Item 404 of Regulation S-K if the recommending shareholder (and any beneficial owner on whose behalf the recommendation has been made) were the registrant;
All information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, the Exchange Act and the rules and regulations promulgated thereunder; and

The nominee’s written consent to being named in the proxy statement and to serve as a director if elected.
A shareholders’shareholder's notice must also include the name and address of the nominating shareholder and information relating to, among other things: (1) all direct and indirect ownership interests (including hedges, short positions and derivatives) and economic interest in our stock (such as rights to dividends) and all proxies and other arrangements to vote our stock held by the nominating shareholder; and (2) all other information that the shareholder would be required to disclose under Section 14 of the Exchange Act in connection with the solicitation of proxies by a shareholder in a contested election. If a shareholder intends to recommend a nominee for election as director on behalf of the beneficial owner of the shares that the recommending shareholder is the record owner of, the recommending shareholder must also provide the information described above with respect to the beneficial owner.
Shareholder Proposals for the 20192020 Annual Meeting. At the annual meeting each year, the board of directors submits to shareholders its nominees for election as directors, and a non-binding advisory resolution relating to our executive compensation.compensation and a proposal to ratify the audit committee’s appointment of our independent registered public accountants for the upcoming fiscal year. In addition, the board may submit other matters to the shareholders for action at the annual meeting. Shareholders may also submit proposals for action at the annual meeting.
Shareholders interested in submitting a proposal for inclusion in our proxy materials for the 20192020 Annual Meeting of Shareholders may do so by following the procedures described in Rule 14a-8 of the Exchange Act. If the 20192020 annual meeting is held within 30 days of April 24,23, 2019, shareholder proposals must be received by E. Robinson McGrawour Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827, no later than the close of business on November 15, 2018,2019, in order for such

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proposals to be considered for inclusion in the proxy statement and form of proxy relating to such meeting.
For any shareholder proposal to be presented in connection with the 20192020 Annual Meeting of Shareholders but without inclusion in our proxy materials, including any proposal relating to the nomination of an individual to be elected to the board of directors, a shareholder must give timely written notice thereof in writing to the Secretary in compliance with the advance notice and eligibility requirements contained in our Bylaws. To be timely, a shareholder’s notice must be delivered to the Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827 not less than 90 days nor more than 120 days prior to the first anniversary of the immediately preceding year’s annual meeting. If, however, the date of the annual meeting is advanced by more than 30 days or delayed by more than 90 days from such anniversary date, notice by the shareholder to be timely must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if public announcement of the date of such meeting is made less than 120 days in advance, the 10th day following the date of the first public announcement of the date of such meeting. The notice must contain information specified in our Bylaws about each nominee or the proposed business and the shareholder making the nomination or proposal.
Under our Bylaws, based upon the meeting date of April 24, 201823, 2019 for the 20182019 Annual Meeting of Shareholders, a qualified shareholder intending to introduce a proposal or nominate a director at the 20192020 Annual Meeting of Shareholders but not intending the proposal or nomination to be included in our proxy materials for such meeting must give written notice to our Secretary not earlier than the close of business on December 25, 2018,2019, and not later than the close of business on January 24, 2019.

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2020.
The advance notice provisions in our Bylaws also provide that in the case of a special meeting of shareholders called for the purpose of electing one or more directors, a shareholder may nominate a person or persons (as the case may be) for election to such position if the shareholder’s notice is delivered to the Secretary at the above address not earlier than the 120th day prior to the special meeting and not later than the close of business on the later of the 90th day prior to the special meeting or, if public announcement of the date of such meeting is made less than 120 days in advance, the 10th day following the date of the first public announcement of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.
The specific requirements of our advance notice and eligibility provisions are set forth in Article III, Section 9 of our Bylaws, a copy of which is available upon request. Requests should be sent to the Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827.


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BOARD MEMBERS AND COMPENSATION
MEMBERS OF THE BOARD OF DIRECTORS
The following information sets forth each member of our board of directors who will continue after the 2019 annual meeting (ages are as of the 2018 annual meeting), assuming all of our nominees to the board are elected at the 2018 annual meeting. Information about Mr. Waycaster, who serves as our President and Chief Operating Officer, is included below because he has been nominated to serve as a Class 1 director.elected. The information below includes highlights of the specific experience, qualifications, attributes and skills that led us to conclude that each should be and remain a member of our board. We believe that our board of directors consists of a diverse collection of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of all shareholders, including the qualities listed in the “Corporate Governance and Board of Directors” section under the heading “Director Selection” above.
NameAgeClassBackground, Qualifications and Skills
Donald Clark, Jr.
Director since 2017
681
Background:  Mr. Clark currently serves as Chairman of Butler Snow, LLP, the largest Mississippi-based law firm. As a member of the firm’s Public Finance and Incentives Group, Mr. Clark has extensive experience in municipal bonds, economic development incentives and government relations. Mr. Clark was appointed as a director of the Company upon the completion of our acquisition of Metropolitan in July 2017.
Experience/Qualifications/Skills:  Mr. Clark is highly regarded in the legal profession. As Chairman of Butler Snow, he oversees the operations of a firm with over 340 attorneys located in 22 offices spread throughout the United States (as well as two international offices), many of which are located within the Bank’s footprint. This experience provides the board with insight on the needs of customers within many of our markets. As the leader of a law firm, Mr. Clark also can provide valuable input to the board on enterprise-wide risk management practices. Finally, Mr. Clark’s experience in public finance, economic development incentives and government relations makes him a resource to the board in these areas.
Albert J. Dale, III
Director since 2007
671
Background: Mr. Dale has served as president of Dale, Inc. since 1985. Dale, Inc., located in Nashville, Tennessee, is a specialty contractor and a Marvin Windows and Doors, Kolbe Windows and Doors and Sierra Pacific Windows and Doors dealer in Tennessee, Kentucky and Alabama. He was appointed as a director of the Company upon the completion of our acquisition of Capital Bancorp, Inc., or Capital, in July 2007.
Experience/Qualifications/Skills: As a supplier to businesses and consumers, Mr. Dale’s professional experience provides the board with insight from the customer’s perspective on the needs and risks associated with business development. In addition, Mr. Dale brings to the board an intimate knowledge of Nashville, Tennessee, one of our growth markets. We rely on Mr. Dale for advice on where and how to serve the Nashville metropolitan area.

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NameAgeClassBackground, Qualifications and Skills
John T. Foy
Director since 2004
701
Background:  Mr. Foy is retired. From February 2004 until February 2008, he served as president and chief operating officer of Furniture Brands International, Inc. During that time, he was also a member of the board of directors of Furniture Brands International. Prior to 2004 he served as president and chief executive officer of Lane Furniture Industries. Furniture Brands International was, and Lane Furniture Industries is, engaged in the manufacture of upholstered and wooden furniture.
Experience/Qualifications/Skills: Furniture manufacturing represents a major segment of the economy in our North Mississippi markets. We believe that Mr. Foy’s broad experience in the furniture manufacturing industry gives us an advantage in soliciting these types of customers, as well as customers in the manufacturing industry in general. Also, Mr. Foy’s experience as the president and a director of Furniture Brands International, Inc., which was a publicly-traded company during Mr. Foy’s tenure, provides him with insights on the operation of a company with diverse operations as well as on corporate governance.
C. Mitchell Waycaster
Nominee for election
591
Background: Mr. Waycaster has served as our President and Chief Operating Officer since January 2016; and he will assume the role of Chief Executive Officer as of May 1, 2018. Prior to being President, Mr. Waycaster served as our Executive Vice President since February 2003 and a Senior Executive Vice President since June 2005. He served as Chief Administrative Officer of the Bank from April 2007 to January 2016. Mr. Waycaster served as President of the Mississippi Division of Renasant Bank from January 2005 to April 2007; previously Mr. Waycaster served as Executive Vice President and Director of Retail Banking of the Bank from 2000 until December 2004.
Experience/Qualifications/Skills: Mr. Waycaster has been an employee of the Bank for over 38 years. During that time, he has worked in virtually all of the Bank's areas of operation. This experience gives Mr. Waycaster a detailed understanding of our operations as well as the opportunities and challenges that we face. As our next chief executive officer, Mr. Waycaster's insight will be essential to assisting the board in developing and implementing our strategic plans.
John M. Creekmore
Director since 1997
622
Background: Since June 2017, Mr. Creekmore has served as general counsel for United Furniture Industries, Inc. Prior to taking this position, Mr. Creekmore was the owner of the Creekmore Law Office, PLLC.
Experience/Qualifications/Skills: As general counsel of a large manufacturing enterprise, Mr. Creekmore brings a legal point of view to the risks and challenges that we face. He also provides us with insights regarding the legal implications of our plans and strategies. Finally, Mr. Creekmore works in Verona, Mississippi, and helps shape our policies with respect to our smaller markets.

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NameAgeClassBackground, Qualifications and Skills
Jill V. Deer
Director since 2010
552
Background:  Ms. Deer is Vice President of Planning, Administration and Risk for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms, with revenues in excess of $3 billion. Prior to joining Brasfield & Gorrie, Ms. Deer served as a principal of Bayer Properties, L.L.C., a full service real estate company based in Birmingham, Alabama that owns, develops and manages commercial real estate. Ms. Deer joined Bayer Properties in 1999 to serve as an executive officer and general counsel of the company. Prior to that time, she was a partner in a large regional law firm in Birmingham practicing in the area of commercial real estate finance.
Experience/Qualifications/Skills: The Birmingham metropolitan area is the largest metropolitan area in Alabama and one of our key growth markets. Ms. Deer’s knowledge and experience in this market helps us develop strategies to further expand our presence in Birmingham. Furthermore, Ms. Deer’s professional experience in the real estate and construction industries gives the board an additional resource in understanding the risks and trends associated with commercial real estate, especially because Brasfield & Gorrie operates in many of the same markets in which Renasant is located.
Neal A. Holland, Jr.
Director since 2005
622
Background: Mr. Holland has been president of Holland Company, Inc., a diversified sand, stone and trucking company in Decatur, Alabama, since 1980. He is also the chairman and CEO of Alliance Sand and Aggregates, LLC. Mr. Holland was appointed as a director of the Company upon the completion of our acquisition of Heritage Financial Holding Corporation in 2005. Mr. Holland is also the owner of Miracle Mountain Ranch LLC, a summer camp and retreat center located in Pennsylvania.
Experience/Qualifications/Skills: Mr. Holland gives us valuable advice in shaping our policies and strategies in our Alabama markets. Mr. Holland’s service on the board and executive committee of Heritage Financial Holding Corporation, which we acquired in 2005, has given him added experience and insight to the risks associated with serving on the board of a publicly-traded financial institution. As the owner of multiple businesses, he also is able to add a borrower’s perspective to the board’s discussions.
E. Robinson McGraw
Director since 2000
712
Background: Mr. McGraw has served as our and the Bank’s Chief Executive Officer since 2000, and he served as our and the Bank’s President from 2000 to January 2016. Effective May 1, 2018, Mr. McGraw will transition from Chief Executive Officer to Executive Chairman of the Company and the Bank. Since June 2005, Mr. McGraw has also served as Chairman of our and the Bank’s board of directors, and he will continue to serve in these capacities after his transition to Executive Chairman. Mr. McGraw served as Executive Vice President and General Counsel of the Bank prior to becoming our Chief Executive Officer.
Experience/Qualifications/Skills: It is unlikely that there is any individual that has a more intimate knowledge of our history, our current operations and our future plans than Mr. McGraw. His insight is an essential part of formulating our plans and strategies. Mr. McGraw’s legal background and years of experience with the Company provide the board an additional resource on legal implications and the regulatory requirements specifically attributable to the banking industry and financial institutions.
NameAgeClassBackground, Qualifications and Skills
Donald Clark, Jr.
Director since 2017
691
Background:  Mr. Clark currently serves as Chairman of Butler Snow, LLP, the largest Mississippi-based law firm. As a member of the firm’s Public Finance and Incentives Group, Mr. Clark has extensive experience in municipal bonds, economic development incentives and government relations. Mr. Clark was appointed a director of the Company upon the completion of our acquisition of Metropolitan BancGroup, Inc. in July 2017.
Experience/Qualifications/Skills:  Mr. Clark is highly regarded in the legal profession. As Chairman of Butler Snow, he oversees the operations of a firm with over 350 attorneys located in 26 offices spread throughout the United States (as well as two international offices), many of which are located within the Bank’s footprint. This experience provides the board with insight on the needs of customers within many of our markets. As the leader of a law firm, Mr. Clark also can provide valuable input to the board on enterprise-wide risk management practices. Finally, Mr. Clark’s experience in public finance, economic development incentives and government relations makes him a resource to the board in these areas.
Albert J. Dale, III
Director since 2007
681
Background: Mr. Dale has served as president of Dale, Inc. since 1985. Dale, Inc., located in Nashville, Tennessee, is a specialty contractor and a Marvin Windows and Doors, Kolbe Windows and Doors and Sierra Pacific Windows and Doors dealer in Tennessee, Kentucky and Alabama. He was appointed a director of the Company upon the completion of our acquisition of Capital Bancorp, Inc., or Capital, in July 2007.
Experience/Qualifications/Skills: As a supplier to businesses and consumers, Mr. Dale’s professional experience provides the board with insight from the customer’s perspective on the needs and risks associated with business development. In addition, Mr. Dale brings to the board an intimate knowledge of Nashville, Tennessee, one of our growth markets. We rely on Mr. Dale for advice on where and how to serve the Nashville metropolitan area.

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NameAgeClassBackground, Qualifications and Skills
Marshall H. Dickerson
Director since 1996
693
Background: Mr. Dickerson is retired. Prior to his retirement, he was the owner and manager of Dickerson Furniture Company, a company engaged in retail home furnishings sales until its closing in 2012.
Experience/Qualifications/Skills: Mr. Dickerson owned and operated his own business for over 33 years. As a former small business owner, he understands the capital needs and other challenges that many of our small business customers face on a daily basis; he also understands the services that a small business owner requires from its banking relationship. We believe that Mr. Dickerson’s insights on these topics help us tailor our products, as well as our customer service operations, to meet the needs of this important segment of our business.
R. Rick Hart
Director since 2007
693
Background: Mr. Hart has served as an Executive Vice President of the Company and President of the Northern Region of the Bank since October 2012. Effective as of the annual meeting, Mr. Hart will transition to the position of the Chairman of the Middle Tennessee Division. He served as the President of the Tennessee Division and Middle Tennessee Division of the Bank from July 2007 until October 2012. Prior to our acquisition of Capital, Mr. Hart served as chairman, president and chief executive officer of Capital Bank & Trust Company, in Nashville, Tennessee. Mr. Hart was appointed as a director of the Company upon the completion of our acquisition of Capital in July 2007.
Experience/Qualifications/Skills: Mr. Hart brings the experience of a Nashville banker to the board, helping to formulate our plans for the Nashville market. Along with Mr. McGraw, Mr. Hart serves as a liaison between the board and our employees, keeping the board abreast of employee concerns and morale.
Richard L. Heyer, Jr.
Director since 2002
613
Background: Dr. Heyer has served as a physician and partner of Tupelo Anesthesia Group, P.A. since 1989. In addition, Dr. Heyer is President and co-owner of TAG Billing, LLC, a medical billing service provider in the medical industry.
Experience/Qualifications/Skills: Dr. Heyer’s experience in the medical industry brings a unique perspective to the challenges and opportunities that our board faces. Dr. Heyer’s background and experience is important in the formulation of board policy. Dr. Heyer is a business owner in the medical industry and adds this perspective to board discussions.
J. Niles McNeel
Director since 1999
713
Background: Mr. McNeel has engaged in the practice of law as a partner of the law firm of McNeel and Ballard since 1983.
Experience/Qualifications/Skills: Mr. McNeel’s practice is based in Louisville, Mississippi, giving him insight into the issues facing our customers in our smaller markets. As an attorney, Mr. McNeel also brings a legal perspective to the board’s deliberations and analysis.
NameAgeClassBackground, Qualifications and Skills
Connie L. Engel
Director since 2018
661
Background:  Ms. Engel is a partner in the Atlanta Office Division of Childress Klein, Inc., a commercial real estate firm engaged in the development, management and leasing of commercial real estate throughout the Southeastern United States. Ms. Engel has been responsible for the development and leasing of the Atlanta Galleria Office Park located in Atlanta, Georgia, for over 25 years. Since 2005, Ms. Engel has served on the Board of Trustees of Kennesaw State University Foundation, Kennesaw, Georgia, as Chairwoman and trustee. She is the Vice Chair of the Cumberland Community Improvement District and currently serves on the Board of Directors of the Atlanta chapter of National Association of Corporate Directors.
Experience/Qualifications/Skills: Commercial real estate lending is a significant aspect of our operations. Ms. Engel's extensive experience in commercial real estate and development enables her to provide valuable insight with respect to our commercial real estate operations throughout our footprint, but particularly in the Atlanta metropolitan area, one of our most significant growth markets. In addition, Ms. Engel served on the audit committee of Brand prior the merger. We believe this experience allows her to be a valuable member of our audit committee.
John T. Foy
Director since 2004
711
Background:  Since February 2008, Mr. Foy has been retired. From February 2004 until February 2008, he served as president and chief operating officer of Furniture Brands International, Inc. During that time, he was also a member of the board of directors of Furniture Brands International. Prior to 2004 he served as president and chief executive officer of Lane Furniture Industries. Furniture Brands International was, and Lane Furniture Industries is, engaged in the manufacture of upholstered and wooden furniture.
Experience/Qualifications/Skills: Furniture manufacturing is a major segment of the economy in our North Mississippi markets. We believe that Mr. Foy’s broad experience in the furniture manufacturing industry gives us an advantage in soliciting these types of customers, as well as customers in the manufacturing industry in general. Also, Mr. Foy’s experience as the president and a director of Furniture Brands International, Inc., which was a publicly-traded company during Mr. Foy’s tenure, provides him with insights on the operation of a company with diverse operations as well as on corporate governance.
C. Mitchell Waycaster
Director since 2018
601
Background: Mr. Waycaster has served as our and the Bank’s Chief Executive Officer since May 1, 2018, and he has been President of the company and the Bank since January 2016. Prior to assuming his current position, Mr. Waycaster was our Chief Operating Officer since January 2016. Prior to being named President, Mr. Waycaster was our Executive Vice President since February 2003 and a Senior Executive Vice President since June 2005. He served as Chief Administrative Officer of the Bank from April 2007 to January 2016. Mr. Waycaster served as President of the Mississippi Division of Renasant Bank from January 2005 to April 2007; previously Mr. Waycaster served as Executive Vice President and Director of Retail Banking of the Bank from 2000 until December 2004.
Experience/Qualifications/Skills: Mr. Waycaster has been an employee of the Bank for over 40 years. During that time, he has worked in virtually all of the Bank’s areas of operation. This experience gives Mr. Waycaster a detailed understanding of our operations as well as the opportunities and challenges that we face. Aside from Mr. McGraw, it is unlikely that any other Renasant employee has a better understanding of our history, our current operations and our future strategies than Mr. Waycaster. His insights are essential to assisting the board in developing and implementing our strategic plans.

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NameAgeClassBackground, Qualifications and SkillsAgeClassBackground, Qualifications and Skills
Michael D. Shmerling
Director since 2007
623
Background: Mr. Shmerling has served as chairman of Choice Food Group, Inc., a manufacturer and distributor of food products, since July 2007 and chairman of Clearbrook Holdings Corp. (formerly XMI Holdings Inc.) since 1999. Mr. Shmerling previously served as a senior advisor to Kroll, Inc., a risk consulting company, from August 2005 to June 2007 and an executive vice president of Kroll, Inc. from August 2000 to June 2005. Effective as of May 2001, he also served as Chief Operating Officer of Kroll. Mr. Shmerling was appointed as a director of the Company upon the completion of our acquisition of Capital in July 2007. Mr. Shmerling is also a director for Healthstream, Inc., a publicly-traded company.
Experience/Qualifications/Skills: Mr. Shmerling’s business and philanthropic endeavors in the Nashville market provide us with opportunities to create new business relationships and grow market share in this key area. In addition, his 39-year professional history as a licensed CPA (now inactive) in public and private practice provides the board with a broad range of financial knowledge and business acumen. Mr. Shmerling is experienced in assessing and mitigating risk and formulating policies designed to minimize risk exposure. In addition, his experience as an officer and director of publicly-traded companies gives the board another resource for issues specific to publicly-traded companies in the areas of financial reporting and corporate governance.
John M. Creekmore
Director since 1997
632
Background: Since June 2017, Mr. Creekmore has served as general counsel for United Furniture Industries, Inc. Prior to taking this position, Mr. Creekmore was the owner of the Creekmore Law Office, PLLC.
Experience/Qualifications/Skills: As general counsel of a large manufacturing enterprise, Mr. Creekmore brings a legal point of view to the risks and challenges that we face. He also provides us with insights regarding the legal implications of our plans and strategies as well as internal operational matters. Finally, Mr. Creekmore works in Verona, Mississippi, and helps shape our policies with respect to our smaller markets.
Jill V. Deer
Director since 2010
562
Background:  Ms. Deer is Vice President of Planning, Administration and Risk for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms, with revenues in excess of $3 billion. Prior to joining Brasfield & Gorrie in 2013, Ms. Deer served as a principal of Bayer Properties, L.L.C., a full service real estate company based in Birmingham, Alabama, that owns, develops and manages commercial real estate. Ms. Deer joined Bayer Properties in 1999 to serve as an executive officer and general counsel of the company. Prior to that time, she was a partner in a large regional law firm in Birmingham practicing in the area of commercial real estate finance.
Experience/Qualifications/Skills: The Birmingham metropolitan area is the largest metropolitan area in Alabama and one of our key growth markets. Ms. Deer’s knowledge and experience in this market helps us develop strategies to further expand our presence in Birmingham. Furthermore, Ms. Deer’s professional experience in the real estate and construction industries gives the board an additional resource in understanding the risks and trends associated with commercial real estate, especially because Brasfield & Gorrie operates in many of the same markets in which Renasant is located.
Neal A. Holland, Jr.
Director since 2005
632
Background: Mr. Holland has been president of Holland Company, Inc., a diversified sand, stone and trucking company in Decatur, Alabama, since 1980. He is also the chairman and CEO of Alliance Sand and Aggregates, LLC and the owner of Miracle Mountain Ranch LLC. Mr. Holland was appointed a director of the Company upon the completion of our acquisition of Heritage Financial Holding Corporation in 2005.
Experience/Qualifications/Skills: Mr. Holland gives us valuable advice in shaping our policies and strategies in our Alabama markets. Mr. Holland’s service on the board and executive committee of Heritage Financial Holding Corporation, which we acquired in 2005, has given him added experience and insight to the risks associated with serving on the board of a publicly-traded financial institution. As the owner of multiple businesses, he also is able to add a borrower’s perspective to the board’s discussions.

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NameAgeClassBackground, Qualifications and Skills
E. Robinson McGraw
Director since 2000
722
Background: Since May 1, 2018, Mr. McGraw has been Executive Chairman of the Company and the Bank. Prior to assuming this position, he served as our and the Bank’s Chief Executive Officer since 2000, and he served as our and the Bank’s President from 2000 to January 2016. Since June 2005, Mr. McGraw has served as Chairman of our and the Bank’s board of directors. Mr. McGraw served as Executive Vice President and General Counsel of the Bank prior to becoming our Chief Executive Officer.
Experience/Qualifications/Skills: It is unlikely that there is any individual that has a more intimate knowledge of our history, our current operations and our future plans than Mr. McGraw. His insight is an essential part of formulating our plans and strategies. Mr. McGraw’s legal background and years of experience with the Company provide the board an additional resource on legal implications and the regulatory requirements specifically attributable to the banking industry and financial institutions.
Sean M. Suggs 
Director since 2018
532
Background: Mr. Suggs has served as president of Toyota Mississippi since January 2018. In this role, he is responsible for all manufacturing and administration functions of Toyota’s Blue Springs, Mississippi, plant which produces the Toyota Corolla. Prior to this position, Mr. Suggs was vice president of manufacturing and administration at the Mississippi vehicle assembly plant. Prior to joining Toyota in 2014, Mr. Suggs served as director of strategy, administration and human resources at Nissan’s North American headquarters in Franklin, Tennessee, where he directed production quality at the company’s manufacturing and assembly plant in Canton, Mississippi. Before joining Nissan, Mr. Suggs worked for Toyota as team leader at its assembly plant in Princeton, Indiana, where, among things, he was named general manager of quality planning in 2008. In this leadership role, Mr. Suggs oversaw professional development, vehicle quality and manufacturing quality for current and new model production. Prior to joining the automotive industry, Mr. Suggs served eight years in the United States Army.
Experience/Qualifications/Skills: An automobile manufacturing plant is a complex operation, and the successful management of such an operation requires expertise in manufacturing technology, production quality and corporate leadership, among other things. We believe the skills that Mr. Suggs has acquired in overseeing manufacturing operations at Toyota’s plant in Mississippi will be very beneficial to the oversight of the Bank’s operations.
Marshall H. Dickerson
Director since 1996
703
Background: Mr. Dickerson is retired. Prior to his retirement, he was the owner and manager of Dickerson Furniture Company, a company engaged in retail home furnishings sales until its closing in 2012.
Experience/Qualifications/Skills: Mr. Dickerson owned and operated his own business for over 33 years. As a former small business owner, he understands the capital needs and other challenges that many of our small business customers face on a daily basis; he also understands the services that a small business owner requires from its banking relationship. We believe that Mr. Dickerson’s insights on these topics help us tailor our products, as well as our customer service operations, to meet the needs of this important segment of our business.

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NameAgeClassBackground, Qualifications and Skills
R. Rick Hart
Director since 2007
703
Background: Mr. Hart has served as Chairman of our Middle Tennessee Division since September 2018. Prior to this role, he was an Executive Vice President of the Company and President of the Northern Region of the Bank since October 2012. He served as the President of the Tennessee Division and Middle Tennessee Division of the Bank from July 2007 until October 2012. Prior to our acquisition of Capital, Mr. Hart served as chairman, president and chief executive officer of Capital Bank & Trust Company, in Nashville, Tennessee. Mr. Hart was appointed a director of the Company upon the completion of our acquisition of Capital in July 2007.
Experience/Qualifications/Skills: Mr. Hart brings the experience of a Nashville banker to the board, helping to formulate our plans for the Nashville market. Along with Messrs. McGraw and Waycaster, Mr. Hart serves as a liaison between the board and our employees, keeping the board abreast of employee concerns and morale.
Richard L. Heyer, Jr.
Director since 2002
623
Background: Dr. Heyer has served as a physician and partner of Tupelo Anesthesia Group, P.A. since 1989. In addition, Dr. Heyer is President and co-owner of TAG Billing, LLC, a medical billing service provider in the medical industry.
Experience/Qualifications/Skills: Dr. Heyer’s experience in the medical industry brings a unique perspective to the challenges and opportunities that our board faces. Dr. Heyer’s background and experience is important in the formulation of board policy. Dr. Heyer is a business owner in the medical industry and adds this perspective to board discussions.
Michael D. Shmerling
Director since 2007
633
Background: Mr. Shmerling has served as chairman of Choice Food Group, Inc., a manufacturer and distributor of food products, since July 2007 and chairman of Clearbrook Holdings Corp. (formerly XMI Holdings Inc.) since 1999. Mr. Shmerling previously served as a senior advisor to Kroll, Inc., a risk consulting company, from August 2005 to June 2007 and an executive vice president of Kroll, Inc. from August 2000 to June 2005. Effective as of May 2001, he also served as Chief Operating Officer of Kroll. Mr. Shmerling was appointed a director of the Company upon the completion of our acquisition of Capital in July 2007. Mr. Shmerling is also a director for Healthstream, Inc., a publicly-traded company.
Experience/Qualifications/Skills: Mr. Shmerling’s business and philanthropic endeavors in the Nashville market provide us with opportunities to create new business relationships and grow market share in this key area. In addition, his 39-year professional history as a licensed CPA (now inactive) in public and private practice provides the board with a broad range of financial knowledge and business acumen. Mr. Shmerling is experienced in assessing and mitigating risk and formulating policies designed to minimize risk exposure. In addition, his experience as an officer and director of publicly-traded companies gives the board another resource for issues specific to publicly-traded companies in the areas of financial reporting and corporate governance.
DIRECTOR COMPENSATION
Below is a description of the compensation we pay to our non-employee directors and the process we use to determine compensation. Directors who are also our employees, Messrs. McGraw, Waycaster and Hart, do not receive additional compensation for services rendered as directors; specific information about the compensation we paid to Messrs. McGraw, Waycaster and Hart for 2018 may be found below under the heading “Compensation Tables.”
Each year, our independent compensation consultant, Pearl Meyer & Partners, LLC, or “Pearl Meyer,” provides the compensation committee with information about peer group compensation practices and recommendations for our non-employee director compensation for the upcoming fiscal year. The compensation committee then recommends the compensation for our non-employee directors;

19



to our full board of directors approves or modifies the recommendation.non-employee director compensation for the upcoming year. At its December meeting, the board reviews the committee’s recommendations and ordinarily ratifies the recommended compensation. Any modifications are implemented after our annual meeting. Directors who
Compensation for our non-employee directors is generally set at a level that is at or near the median of the compensation paid to directors in our compensation peer group using information obtained from Pearl Meyer about the practices of companies in the group. More information about our compensation peer group can be found in the “Features and Objectives of Our 2018 Compensation Program” section of the CD&A section below under the heading “Peer Groups.” As a matter of policy, each of our non-employee directors receives an annual stock award with the same value. Annual cash retainers are alsothe same, with the exception of our employeeslead director and the chairs of our audit, executive, compensation, nominating and loan committees. Meeting fees are the same for committee members, but chairs may receive noan additional amount. We do not pay special or strategic compensation (such as for their service asthe completion of a merger), make “one-time” payments, provide tax gross ups, negotiate additional fees or payments for individual directors but they are reimbursed for any direct expenses incurredor “benchmark” compensation to attend our meetings. compensation peer group.
The table below includes information about all of the compensation that was paid to our non-employee directors for services they rendered during our fiscal year ended December 31, 2017.2018.
2017 Director Compensation
2018 DIRECTOR COMPENSATION2018 DIRECTOR COMPENSATION
Name Fees Earned or Paid in Cash Stock Awards Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation Total Fees Earned or Paid in Cash Stock Awards Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation Total
A B C D E F B C D E F
George H. Booth, II(1) $42,167
 $35,000
 $3,136
 $5,293
 $85,596
 $17,542
 $—
 $861
 $2,100
 $20,503
Frank B. Brooks(1) 57,167
 35,000
 2,816
 7,725
 102,708
 20,167
 —
 780
 2,982
 23,929
Hollis C. Cheek(1) 54,167
 35,000
 —
 582
 89,749
 23,167
 46,288
 —
 317
 69,772
Donald Clark, Jr. 20,500
 29,167
 —
 134
 49,801
 39,500
 46,288
 133
 686
 86,607
John M. Creekmore 68,667
 35,000
 3,580
 9,395
 116,642
 66,500
 46,288
 2,649
 7,967
 123,404
Albert J. Dale, III 69,167
 35,000
 —
 6,376
 110,543
 67,250
 46,288
 599
 7,277
 121,414
Jill V. Deer 49,917
 35,000
 337
 582
 85,836
 53,750
 46,288
 —
 738
 100,776
Marshall H. Dickerson 59,167
 35,000
 —
 7,725
 101,892
 69,250
 46,288
 —
 8,732
 124,270
Connie L. Engel 16,667
 23,345
 —
 108
 40,120
John T. Foy 57,917
 35,000
 —
 7,725
 100,642
 63,000
 46,288
 —
 8,732
 118,020
Richard L. Heyer, Jr. 45,917
 35,000
 2,425
 582
 83,924
 46,500
 46,288
 1,846
 738
 95,372
Neal A. Holland, Jr. 74,292
 35,000
 —
 582
 109,874
 73,375
 46,288
 —
 738
 120,401
J. Niles McNeel 46,667
 35,000
 —
 7,725
 89,392
 50,250
 46,288
 —
 8,732
 105,270
Hugh S. Potts, Jr. 41,667
 35,000
 532
 7,725
 84,924
Fred Sharpe 49,167
 35,000
 74
 582
 84,823
Hugh S. Potts, Jr.(1)
 15,417
 46,288
 123
 2,982
 64,810
Fred F. Sharpe(1)
 21,667
 46,288
 12
 317
 68,284
Michael D. Shmerling 54,667
 35,000
 —
 7,054
 96,721
 58,750
 46,288
 —
 8,042
 113,080
Sean M. Suggs 21,417
 35,029
 —
 314
 56,760

17



(1)Effective as of the 2018 annual meeting, Messrs. Booth and Brooks retired from our board, and Messrs. Potts, Cheek, and Sharpe ceased to serve on our board. The table above includes compensation paid for service on our board during 2018. Messrs. Potts, Cheek and Sharpe continued to serve on the Bank's board of directors and were compensated; therefore, the table does not include compensation for service on the Bank's board.
Compensation reported in the table above represents both cash payments and the value of other forms of payments and benefits as follows:
Column B - Fees Earned or Paid in Cash. Amounts in this column reflect the retainers and meeting fees we paid in 2017 to our non-employee directors, which may be voluntarily deferred under our Deferred Stock Unit Plan or Directors’ Deferred Fee Plan, which are described below.
We paid the following retainers, prorated in the form of equal monthly payments:
All directors received a retainer the amount of $35,000;
Our lead director received an additional retainer in the amount of $12,000;

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The chair of the audit committee received an additional retainer in the amount of $6,000; and
The chairs of the executive, compensation, nominating and loan committees each received an additional retainer in the amount of $3,000.
We also paid the following meeting fees:
Committee chairsChairs who do not receive aan additional retainer for acting as such receive $750 for each meeting chaired; and
Committee membersMembers receive $500 for each meeting they attend.
During 2017, eachEach of our non-employee directors who serves on one of our state bank boards was paid a $500 fee quarterly or when the board meets, a $125 fee in each month during which a meeting was not held, and a $200 fee for attendance at state bank board committee meetings.
Column C - Stock Awards. On April 25, 2017,24, 2018, each director, with the exception of Mr. Clark,Suggs and Ms. Engel, received a time-based restricted stock award of 8121,010 shares of our common stock which is subject to one-year vesting andthat will vest at the 20182019 annual meeting. Mr. Clark,Suggs and Ms. Engel, who waswere appointed to our board in July 2017,May 2018 and September 2018, respectively, received a prorated time-based restricted stock award, whichawards that also will vest at the 20182019 annual meeting. Column C reports the aggregate fair value of this award,these awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation.” Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note 14, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 20172018 for details regarding the assumptions used to derive the fair value of our restricted stock.
Column D - Changes in Pension Value and Nonqualified Deferred Compensation Earnings. Amounts in this column report above-market earnings on amounts deferred under the Directors’ Deferred Fee Plan. Interest earned on deferred amounts is considered above-market only if the interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. With the exception of Mr. Potts, who is a participant in a legacy pension plan, underour non-employee directors do not participate in a pension plan or similar arrangement. The legacy plan in which all benefitsMr. Potts is a participant ceased to accrue benefits in 2008. Column D does not include the $1,371 change in the actuarial present value of his accumulated pensionbenefit in this plan benefit determinedwhich was $(68,263) as of December 31, 2017.2018.
Column E - All Other Compensation. Cash dividends paid on restricted stock awards are included in this column. The remaining amounts in this column reflect the value of other benefits we provide to our non-employee directors, which consist of the following:
Non-employee directors and their eligible dependents may elect to enroll in our medical and dental plans; amountsplans and pay full premiums for the coverage. Based on historical practice, we deduct a portion of the premiums from the cash payments we make to our electing directors, and a portion of the premiums are treated as imputed income that is applied to the cost of the premiums and reported as taxable income. Amounts in Column E represent the additional compensation that is paid to each electing director, representing the portion of the applicable premiumspremium that would be paid by the Company if the director were an active employee; andwe treat as imputed income.

We provide term life and accidental death and dismemberment insurance coverage to each director with a face amount of $10,000, at a cost of $25.


18



During 2017, theThe Bank maintainedmaintains two types of deferred compensation plans in which our non-employee directors may participate: the Deferred Stock Unit Plan, the “DSU Plan”, and the Director’s Deferred Fee Plan. Under the Deferred Stock UnitDSU Plan, deferred retainer and feesamounts are credited to a bookkeeping account that is deemed invested in units representing shares of our common stock and are credited with dividend equivalent units as and when we pay cash dividends. Units are allocated to each participant’s account based on a quarterly average market price. Under the Directors’ Deferred Fee Plan, deferred retainer and fees are notionally invested by each director in investment alternatives substantially similar to those offered under our 401(k) plan andor in the Moody’s AverageComposite Yield on Seasoned Corporate Bond Rate,Bonds, which was 3.78%3.94% in 2017.2018. Benefits under either plan are payable when a director ceases to serve as a member of theour board or attains a specified age and may be paid in a lump sum or installments. Under the Deferred Stock UnitDSU Plan, deferred amountsbenefits are paid in the form of shares of our common stock; under the Deferred Fee Plan, deferred amountsbenefits are paid in cash.

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EXECUTIVE OFFICERS
The names, ages (as of the annual meeting), positions and business experience of our principal executive officers, except for Messrs. McGraw, Hart and Waycaster, are listed below. Because they are also members of our board, or, as to Mr. Waycaster, a nominee for election, information about these individuals appears above in the “Board Members and Compensation” section under the heading “Members of the Board of Directors.” All of our executive officers are appointed annually by our board and serve at the discretion of the board except for our “named executive officers,” who are Messrs. McGraw, Waycaster, Chapman, Hart, and Cochran and Morgan, as well as Mr. Jeanfreau, each of whom is party to an employment agreement.
NameAgePosition
Tracey Morant Adams53Our Executive Vice President and a Senior Executive Vice President of the Bank since April 2018. Ms. Adams has served as the Bank's Chief Community Development and Corporate Social Responsibility Officer since November 2016. Ms. Adams served as Senior Vice President of Small Business and Community Development from November 2013 until November 2016. Prior to joining the Bank in November 2013, Ms. Adams was Executive Director of Economic Development for The City of Birmingham, leading economic and community development projects.
Kevin D. Chapman4243Our Executive Vice President since January 2011, and Chief Financial Officer since October 2011; Mr. Chapman will also assume the role of2011 and Chief Operating Officer onsince May 1, 2018. Mr. Chapman served as our Corporate Controller from May 2006 until October 2011. He has served as Senior Executive Vice President of the Bank since January 2011, and Chief Financial Officer of the Bank since October 2011.2011 and Chief Operating Officer of the Bank since May 2018. Since May 2018, he has also served as a director of the Bank. Mr. Chapman served as Chief Strategy Officer of the Bank from January 2011 until October 2011. He was a Senior Vice President of the Bank from January 2005 until July 2006, at which time he became an Executive Vice President and the Bank’s Chief Accounting Officer.
J. Scott Cochran5455
Our Executive Vice President since April 20072007; he has served as Chief Community and Business Banking Officer since July 2017 and President of the Western Region of the Bank since October 2012. Mr. Cochran served as President of the Mississippi Division of the Bank from April 2007 to October 2012; he served as Administrative Officer of the Bank’s Corporate Banking Division from March 2005 to April 2007. Prior to March 2005, he served as Senior Commercial Lending Officer of the Bank.

Stephen M. Corban6263Our Executive Vice President and General Counsel since July 2003; he has also served as Senior Executive Vice President and General Counsel of the Bank since January 2006.
James W. Gray6162Our Executive Vice President since February 2003; he has also served as Senior Executive Vice President of the Bank since June 2005. Mr. Gray has served as Chief Revenue Officer of the Bank since October 2012. He served as Chief Information Officer of the Bank from March 2006 to October 2012, and was Strategic Planning Director from January 2001 until March 2006. Prior to January 2001, he served as the Bank’s Chief Operations Officer.
Mark W. Jeanfreau4344Our Executive Vice President since September 2017; he has also served as Senior Executive Vice President and Governance Counsel of the Bank over the same period. Prior to joining us and the Bank, Mr. Jeanfreau was a partner in the law firm of Phelps Dunbar LLP, specializing in corporate governance, securities laws and mergers and acquisitions.
Stuart R. Johnson6465Our Executive Vice President since February 2003; from April 2013 until January 2015 he served as Treasurer. From April 1996 until March 2013, he served (with Mr. Chapman after October 2011) as our Chief Financial Officer. Mr. Johnson has served as Senior Executive Vice President of the Bank since June 2005 and as Cashier and Chief Financial Officer of the Bank from April 1996 until January 2015, serving together with Mr. Chapman as Chief Financial Officer of the Bank from 2012 to 2015.

22



NameAgePosition
David L. Meredith52Our Executive Vice President since January 2018; he has also served as the Bank's Chief Credit Officer over the same period. From August 2015 until January 2018, Mr. Meredith served as Senior Executive Vice President and Co-Chief Credit Officer of the Bank. From October 2013 until August 2015, he was Executive Vice President and Chief Credit Officer for the Western Division of the Bank. Mr. Meredith was Executive Vice President and Senior Credit Officer from January 2010 until October 2013.
Bartow Morgan, Jr.46
Our Executive Vice President and the Bank’s Chief Commercial Banking Officer since September 2018. He has also served as a director of the Bank since September 2018. Prior to our acquisition of Brand, Mr. Morgan served as the chief executive officer and a director of Brand since 2002.

W. Mark Williams5556Our Executive Vice President since July 2011; he has also served as Senior Executive Vice President and Chief Banking Systems Officer of the Bank since July 2014. Mr. Williams served as Senior Executive Vice President and Chief Information Officer of the Bank from October 2012 until July 2013. From July 2011 to October 2012 he served as President of the Georgia Division of the Bank. Mr. Williams served as the Bank’s Director of Credit Administration from March 2008 to July 2011. Prior to 2008 he served as the Bank’s Community Bank Performance Lending Support Officer.

20



NameAgePosition
Mary John Witt5859Our Executive Vice President and the Bank’s Senior Executive Vice President and Chief Risk Officer since April 2014. Ms. Witt served as Executive Vice President and Chief Risk Officer of the Bank from March 2006 to April 2014. Prior to 2006 Ms. Witt was an internal auditor serving as Internal Audit Manager from August 1999 until March 2006.

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COMPENSATION DISCUSSION AND ANALYSIS
The named executive officers, or “named executives,” whose compensation is administered by the compensation committee and determined under our executive compensation program are:
Named ExecutiveTitle
E. Robinson McGrawExecutive Chairman
C. Mitchell WaycasterPresident and Chief Executive Officer
Kevin D. ChapmanChief Financial Officer
C. Mitchell WaycasterPresident and Chief Operating Officer
R. Rick HartExecutive Vice President
J. Scott CochranExecutive Vice President
Bartow Morgan, Jr.Executive Vice President
MODIFICATIONS TO OUR EXECUTIVE COMPENSATION PROGRAM
In 2017,Mr. Morgan began his employment with Renasant as of September 1, 2018, when we made two changescompleted our acquisition of Brand. His compensation for 2018 was determined under the terms of an employment agreement with Renasant that we negotiated with him as part of the Brand acquisition. The compensation committee reviewed Mr. Morgan’s employment agreement, including his compensation, before the Brand acquisition was completed and his employment agreement was signed. We do not consider Mr. Morgan’s compensation to be part of our executive compensation program intended to addressfor 2018, and mitigatewe have not described Mr. Morgan’s compensation risk and to bolsterin this CD&A. Mr. Morgan’s compensation in 2018 is described below under the alignmentheading “Compensation Tables.”
SAY-ON-PAY
At our 2018 annual meeting, approximately 33.7 million votes (or about 95.6% of all votes cast) were cast in favor of our executives’ financial interests withnon-binding resolution approving the delivery of long-term shareholder value.
Increased Focus on Compensation Risk. In 2017, the board of directors organized an incentivecompensation paid to our named executive officers during 2017. The compensation committee comprised of the Bank’s president, chief risk officer, chief compliance officer, human resources director and governance counsel, among others. The purpose of the committee isconsidered this vote to oversee allbe an endorsement of our incentive compensation plans (bothprogram, including our balance between cash and equity)equity and between performance and non-performance-based compensation. At our 2019 annual meeting, shareholders are being asked to ensure that these arrangements balance risks and financial rewards inadopt a manner that does not expose us to the potential for imprudent risk taking, whether financial, legal or otherwise. This committee reports to the board’s compensation committee.
During 2017, the incentive compensation committee completed a risk assessment of our incentive plans, which it intends to update from time to time. The purpose of the assessment was to identify and understand the various risks that each incentive poses and analyze and recommend controls and procedures to mitigate these risks. Although the assessment suggested that some additional controls might be appropriate, it also indicated that existing controls and procedures sufficiently address the material risks posed by our incentive compensation arrangements. Management is continuing to design and implement the additional controls suggested by the assessment.
Modification of Performance Incentives for 2018 Fiscal Year. Effective for our 2018 fiscal year,non-binding resolution approving the compensation committee recommended, and the full board approved, modificationspaid to our performancenamed executive officers in 2018, as discussed in more detail below in the “Proposals” section under the heading “Proposal 3 - Advisory Vote on Executive Compensation.”
CHANGES TO OUR PERFORMANCE INCENTIVES
Effective in 2018, we substantially modified our performance-based incentives, thatwhether payable in cash or Renasant stock. Our changes are intended to strengthen the financial alignment betweenof our executives and shareholders. We made these modifications after studyingshareholders by increasing the incentive compensationnumber and type of measures we use to evaluate and reward the performance of our peersexecutives, by measuring our performance against the performance of our peer group, and other companies and reviewing what are considered to be “best practices” in this area. We also consulted with our independent compensation consultant, Pearl Meyer & Partners, LLC, or Pearl Meyer, for its advice and assistance in designing our incentive compensation for 2018. For awards made in 2018 and later yearsby measuring performance that include performance incentives:is sustained over a longer term. More specifically:
Modification of Annual Cash Incentives
 Change:ReturnThe compensation committee added return on average tangible common equity, ROTCE, relative to a performance peer group (discussed below) will be an additionalas a performance metric;measure; earnings per share, EPS, and net revenue per share, NRPS, will be retained as additional metrics and will continue to beeach measured on an absolute basis.basis, were retained as performance metrics.
  
  
 Purpose:ROTCE is a measure ofmeasures how effectively we have deployed our capital; it is intended to measure the profitable use of capital as we grow. ROTCE complements our historical measures, EPS and NRPS, since the historical measures do not always correlate to increases in equity. Using a performance peer group permits us to compare our returns to those of companies with similar characteristics.
  
  
  

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Modification of Equity Incentives
 Changes:ŸThe performance cycle has beenwas increased from one year to three years.
  ŸNew performance metrics will be ROTCE, return on average tangible assets, or ROTA, and total shareholder return, or TSR, all of which will bereplaced performance metrics used in previous years.
ŸPerformance is measured relative to ourthe performance of a peer group. (Previously,
Purposes:ŸA longer performance cycle is designed to focus on and reward longer term performance and more closely align our practices with those of our peers.
ŸThe new measures broaden the performance metrics for our annual cashmeasures we use to determine success and equity incentives wereare more consistent with the same.)longer cycle.
Performance Peer Group
Change:A "performance peer group" was identified and used to determine relative performance.
   
   
 Purposes:ŸThe longerRelative performance cycle is intendedpermits us to more specifically focus ondirectly compare our performance to those of our peers and reward our long-term performance and to more closely align our practices with those of our peer group.
peers
   
  ŸThe new metrics, which are intended to complement the longerRelative performance cycle, broaden the criteria we use to measuremitigates against compensation fluctuations based on our success and align our metrics with those now considered by us to be “best practices.” By comparing ROTCE, ROTA and TSR to aabsolute performance, peer group, our executives will be rewarded only if our performance meets or exceeds our peers' performance in these areas, regardless of whether, in an absolute sense, these measures improve for us over the performance cycle.
such as aquisitions.
   
FEATURES AND OBJECTIVES OF OUR 2018 COMPENSATION PROGRAM
Compensation Opportunities. The following table summarizes the fixed and variable compensation opportunities that we provided in 2018:
Performance Peer Group
Fixed CompensationChange:For metrics that measure relative performance, the compensation committee has selected a peer group consisting of all U.S. publicly-traded financial institutions with assets between $10 billion and $20 billion, our “performance peer group.”
  
 FeaturesObjectives
Base SalaryPurpose:UseDetermined annually, based on analysis of a broaderindividual performance, internal pay equity, and peer group is intended to more accurately judge performance by including institutions that share manypracticesTo provide a source of the same characteristics as us, which is not necessarily the case for some of the smaller institutions in our compensation peer group, such as the need to conduct stress-testing under the Dodd-Frank Act. Using a broader peer group also mitigates fluctuations related to regional economic differences, acquisitionsstable or fixed income based on skills and other factors.competencies
Variable Compensation  
 FeaturesObjectives
Cash AwardsAnnual cash payments under our Performance Based Rewards Plan, "PBRP," based on attainment of performance measures at threshold, target or superior levelsŸTo reward short-term Company-wide performance
Performance-Based Equity AwardsPayouts based on three performance measures at threshold, target or superior levelsŸTo reward long-term Company-wide performance
  ŸTo align the financial interests of our NEOs with our shareholders by increasing stock ownership
Time-Based Equity AwardsFixed service periodŸTo serve as a retention device
  ŸTo align the financial interests of our named executives with our shareholders by increasing stock ownership
SAY-ON-PAY
At our 2017 annual meeting, approximately 29.2 million votes (or about 95.1%Amounts of all votes cast) were in favor of our non-binding resolution approving the compensation paid to our named executive officers in 2016. The compensation committee considered this vote to be an endorsement of our compensation program, including our balance between cashFixed and equity and between performance- and non-performance-based compensation. At our 2018 annual meeting, shareholders are being asked to adopt a non-binding resolution approving the compensation paid to our named executive officers in 2017, as discussed in more detail below in the “Variable Compensation. Proposals” section under the heading “Proposal 2 - Advisory Vote on Executive Compensation.”
BASIC OBJECTIVES OF OUR COMPENSATION PROGRAM
In 2017,2018, our executive compensation program continued to focus on the alignment of the financial interests of our executives with those of our shareholders, by tying the valuea significant amount of each executive’s compensation to the short- and long-term performance of the Company. For our long-term and short-term performance and by ensuring adequate levelschief executive officer, the committee limits fixed compensation or base salary to not more than 35% of total compensation, with the remainder delivered in the form of variable and performance-based pay. Financial information illustratingcompensation (compensation that is tied to the relationshipperformance of compensation and shareholder value is presented above in the “Proxy Summary” section. Our executive compensation program was also intended to ensure that aggregate compensation levels remained competitive, particularly given the growth of our organization. For 2017, the three components we used to deliver compensation were:Company

2325



Base SalaryŸCompetitive fixed pay;
ŸDetermined using individual factors, such as responsibilities, performance, experience, and strategic impact;
ŸFor Mr. McGraw, who possesses the greatest ability to impact performance, base salary is targeted at no more than 35% of his total compensation;or the value of our stock); for other officers, base salary is targeted at no more than 50%.
Annual Cash IncentivesŸShort-term performance-based cash incentive;
ŸDirectly aligns pay with the delivery of shareholder value;
ŸTargeted at approximately 25% of compensation.
Equity IncentivesŸEmphasizes longer-term Company performance;
ŸMay be structured as time-based or performance-based;
ŸTargeted at approximately 40% of compensation for Mr. McGraw and approximately 25% of the compensation for our other executives (excluding the value of strategic stock awards discussed below).
FEATURES OF OUR COMPENSATION PROGRAM
Fixed and Variable Compensation. The committee believes that a majority of the compensation opportunities available to our executives should beother than the chief executive officer, the committee limits fixed compensation to not more than 50% of total compensation, with the remainder delivered as variable meaning tied to our long-term and short-term performance. Fixed payments are a smaller portion of our compensation and are primarily intended to be competitive with our peer group and to provide some balance for variable opportunities. The following table describes the fixed and variable compensation opportunities we provided in 2017:
Fixed CompensationVariable Compensation
Pay ElementObjectives and FeaturesPay ElementObjectives and Features
Base SalaryŸProvides competitive pay and balance for variable compensationCash Award
Ÿ


Ÿ
Directly links compensation and our performance

Payouts based on threshold, target or superior performance
Equity Awards
Performance-based restricted stock
Ÿ


Ÿ
Directly links compensation and our performance

Payouts based on threshold, target or superior performance
Time-based restricted stock
Ÿ


Ÿ
Incentive to create and sustain long term shareholder value

Used to accomplish strategic goals
“At-risk” compensation is a type of variable compensation, the amount of which is directly tied to our performance, whether made in the form of annual cash awards under our Performance Based Rewards Plan, or PBRP, or in the form of restricted stock awarded under our 2011 Long-Term Incentive Compensation Plan, or our LTIP. Information about the committee’s specific awards of at-risk compensation is included later in this CD&A under the heading “Compensation Decisions for 2017” in the paragraph titled “Annual Cash Awards”
“Strategic” compensation is also a type of variable compensation and generally refers to time-based restricted stock awards that we make to accomplish a strategic objective, such as retention in connection with our succession plan. More information about our use of strategic compensation is provided below under the heading “Compensation Decisions for 2017” in the paragraph titled “Equity Awards.”compensation.

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The charts below illustrate the 20172018 total direct compensation mix (fixed and variable) for Mr. McGrawWaycaster and the average for our other named executives, excluding Mr. Morgan, assuming target levels of performance.performance.
chart-0572f000bccd5c16ac7.jpgchart-26ebc8043044567dbda.jpgchart-be6761df06cd5936948a04.jpgchart-e84a477bafe85f468cba04.jpg
n Fixed - Base Salary
n Variable/StrategicVariable - Time-based Equity
n Variable/At-RiskVariable - Performance-based Equity
n Variable/At-RiskVariable - Performance-based Cash
Employment Agreements. We have entered into employment agreements with each of our named executives. The agreements are primarily intended to promote retention, impose standard covenants that protect our property and business and ensure that the compensation for each of our named executives remains relatively consistent. In 2017, we:
Amended Mr. McGraw’s employment agreement to reflect his transition to executive chairman of the Company and the Bank, including a reduction in his compensation to reflect a reduced schedule and the elimination of his tax gross up for change in control payments. The changes will be effective as of May 1, 2018.
Amended Mr. Hart’s employment agreement to reflect his transition to chairman of our Middle Tennessee division, including a reduction in his compensation to reflect a reduced schedule and the elimination of the “best net” provision for his change in control payments. These changes will be effective May 1, 2018.
Amended the change in control provisions included in the employment agreements of Messrs. Waycaster and Chapman. Mr. Waycaster’s change in control benefit was increased to 2.99 times his base salary and average bonus (from two times) to reflect his pending appointment as our chief executive officer. Mr. Chapman’s change in control benefit was increased to 2.5 times (from two times) to reflect his pending appointment as our chief operating officer. These changes were effective as of January 1, 2018.
More information about the terms of our currently effective employment agreements can be found below in the “Compensation Tables” section under the heading “Payments and Rights on Termination and Change in Control.”
We amended our employment agreements with Messrs. McGraw and Hart, to reflect Mr. McGraw’s transition to our Executive Chairman and Mr. Hart’s transition to the Chairman of our Middle Tennessee division. In consideration of these transitions, Messrs. McGraw and Hart each agreed to base salary reductions and to the modification or reduction of certain other benefits. These modifications and reductions are described more fully below under the heading “Compensation Decisions Made for 2018” and in the“Compensation Tables”section under the heading “Payments and Rights on Termination and Change in Control.”
Peer Groups. For 2018, we used a “compensation peer group” to evaluate whether our total compensation remains competitive and is generally “in line” with other opportunities that may be available to our executive team, and for the first time we used a “performance peer group” to evaluate relative performance for our incentive payouts, as explained above under the heading “Changes to Our Performance Incentives.” In each case, the committee was advised by our independent compensation consultant, Pearl Meyer.
Our compensation peer group consists of financial institutions that are located in the south and southeast regions and that service communities similar in size to those we service. We use these parameters to avoid a bias towards higher compensation levels that predominate in financial centers and larger metropolitan areas. The compensation committee approved the compensation peer group in the fall of 2017, when it began the process of determining 2018 compensation levels. The 20 institutions selected had the following characteristics when the compensation peer group was determined:
CharacteristicsRangeMedianRenasant Characteristics
Total assets$5.0 billion - $23.1 billion$10.9 billion$10.0 billion
Market value of stock$0.7 billion - $5.6 billion$2.1 billion$2.0 billion
Net income$50 million - $344 million$111 million$96.0 million

26



Pearl Meyer did not recommend any changes to the compensation peer group from the 2017 group, and the compensation committee concurred in this recommendation. The financial institutions included in our compensation peer group for 2018 were:
Ameris BancorpPinnacle Financial Partners, Inc.
BancFirst CorporationRepublic Bancorp, Inc.
BancorpSouth Bank (formerly, BancorpSouth, Inc.)ServisFirst Bankshares, Inc.
Bank OZK (formerly, Bank of the Ozarks, Inc.)Simmons First National Corporation
Capital Bank Financial Corp.South State Corporation
FCB Financial Holdings, Inc.Texas Capital Bancshares, Inc.
First Financial Bankshares, Inc.Trustmark Corporation
Home BancShares, Inc. (Conway, AR)United Bankshares, Inc.
Iberiabank CorporationUnited Community Banks, Inc.
Old National BancorpWesBanco, Inc.
Our performance peer group consists of more than 35 institutions, representing all U.S. publicly-traded financial institutions with assets between $10 billion and $20 billion. Because this peer group has no regional limitation and its members are selected solely on asset size, we can more accurately measure our performance against institutions possessing similar characteristics; these criteria also mitigate against the positive bias that would be created using some of the smaller institutions included in our compensation peer group.
Each of these peer groups may be adjusted in the future to reflect any changes to our characteristics (asset size, geographic footprint, etc.) to ensure that each peer group continues to be an effective tool to assist the committee in formulating a compensation package for our executives that fulfills the objectives of our compensation program.
Benefits and Perquisites. Our executive compensation program focuses on the delivery of appropriate levels of direct compensation, with the view that each of our named executives should be provided with basic perquisites and benefits and the opportunity to voluntarily save for retirement and other financial needs on a tax-deferred basis. Consistent with this focus, during 20172018 our named executives had access to the following benefits and perquisites:
Insurance-type benefits that are generally available to all employees of the Company, including health care coverage and life and disability benefits, with some additional life insurance coverage.coverage for all officers of the Company.

A broad-based 401(k) plan, including Company matching and profit-sharing contributions.

Two voluntary executive savings plans, our Deferred Stock Unit Plan, or the DSU Plan, and our Executive Deferred Income Plan, or the Deferred Income Plan. Amounts deferred under the DSU Plan are notionally invested in our common stock; amounts deferred under the Deferred Income Plan may be notionally invested in investment options similar to those available under our 401(k) plan. With the exception of a contribution for the benefit of Mr. McGraw in 2017,2018, we do not contribute to these arrangements.

25



CountryDues for memberships in professional and civic organizations, country club dues and car allowances.

More information about our benefit plans, including legacy arrangements under which benefits no longer accrue, can be found in the “Compensation Tables” section under the headings “Pension and SERP Benefits” and “Non-Qualified Deferred Compensation.” Additional information about the types and value of the perquisites provided to our named executives, including our contribution for Mr. McGraw, can be found in the 20172018 Summary Compensation Table in the column “All Other Compensation.”
Compensation Peer Group. For 2017, we used a “compensation peer group” to evaluate whether our total compensation remains competitive and is generally “in line” with other opportunities that may be available to our executive team. The committee’s intent is that the total compensation opportunities we make available to our executives will approximate the median of the total compensation available to the executives of our compensation peer group.
The compensation peer group consists of financial institutions that are located in the south and southeast regions and that service communities similar in size to those we service. These parameters avoid a bias towards higher compensation levels that predominate in financial centers and larger metropolitan areas. The 20 institutions we selected had the following characteristics:
CharacteristicsRangeMedian
Company Characteristics
(as of December 31, 2016)
Total assets$4.6 billion - $21.1 billion$9.2 billion$8.7 billion
Market value of stock$0.6 billion - $4.7 billion$1.9 billion$1.9 billion
Net income$39 million - $204 million$102 million$90.9 million
In selecting our compensation peer group for 2017, the compensation committee was advised by our independent compensation consultant, Pearl Meyer, who performed an annual review on the existing peer group. Based on the review, the committee approved the addition of two institutions: FCB Financial Holdings, Inc., which was added because it was similar to us in asset size; and ServisFirst Bankshares, Inc., which has a geographic footprint similar to ours. The financial institutions included in our compensation peer group for 2017 were:
Ameris BancorpPinnacle Financial Partners, Inc.
BancFirst CorporationRepublic Bancorp, Inc.
BancorpSouth, Inc.ServisFirst Bankshares, Inc.
Bank of the Ozarks, Inc.Simmons First National Corporation
Capital Bank Financial Corp.South State Corporation
FCB Financial Holdings, Inc.Texas Capital Bancshares, Inc.
First Financial Bankshares, Inc.Trustmark Corporation
Home BancShares, Inc. (Conway, AR)United Bankshares, Inc.
Iberiabank CorporationUnited Community Banks, Inc.
Old National BancorpWesBanco, Inc.
As explained above under the heading “Modifications to our Executive Compensation Program,” beginning in 2018 we will use a performance peer group to evaluate relative performance for incentives. Our compensation peer group may be adjusted and will continue to be used to evaluate the general competitiveness of our compensation program.
RISK MITIGATION PRACTICES AND COMPENSATION COMMITTEE PROCESS AND RISK MITIGATION PRACTICES
Risk Management and Compensation Governance. The committee has adopted a number of compensationpolicies and practices that are intended to strengthen the relationship between shareholder value and pay, avoid unsafe and unsound practices and, mitigate risk, reduce the use of discretion and eliminate the potential for unintended windfalls. Below is a summary of some of these practices:policies and practices.

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 Our Polices and Practices That We Have Implemented
 Clawback PoliciesWe have two clawback policies that apply to all performance-based compensation. For awards made under our LTIP, if we are required to restate our financial results, performance-based restricted stock awards, including vested awards, will be subject to reduction, forfeiture or recovery if the number of shares of common stock awarded would have been smaller based on the restated results. The LTIP policy permits recovery from our named executives whether or not they engaged in the conduct that materially contributedcontributes to the restatement. We maintain a separate clawback policy that applies to performance-based compensation awarded under either the PBRP orand the LTIP. This policy applies to a named executive if his intentional or unlawful conduct materially contributed to a financial restatement, and its application may be waived in the discretion of the committee.
  
  
  
  
  
  
  
 Stock Ownership GuidelinesWe have implemented stock ownership guidelines under whichapplicable to our executive officers. Under the updated guidelines, our executive officers are required to beneficially own common stock having a fair market value not less than:
 
      
   Chief Executive Officer200%300% of base salary 
   Other Named Executive Officers150%200% of base salary 
   All Other Executive Officers100% of base salary 
      
  All shares directly or indirectly owned by an executive, including shares owned by immediate family members and shares held in our 401(k) plan, and stock units credited under the DSU Plan, are counted toward an executive’s stock ownership. Time-based restricted stock awards are also counted. Shares that an executive has pledged do not count toward the satisfaction of an executive’s minimum ownership requirements, nor do restricted stock awards that are subject to the satisfaction of performance conditions.
As of December 31, 2017January 1, 2019 the stock ownership of each of our named executives substantially exceeded the share ownership amounts set forth in the guidelines:
  
      
   ExecutiveCommon Stock Beneficially Owned (% of Base Salary) 
    
   Mr. McGraw1,175%1,018% 
   Mr. Waycaster557%444% 
   Mr. Chapman571%461% 
   Mr. Hart645%512% 
   Mr. Cochran556%483%
Mr. Morgan2,115%
Information about the stock ownership of our directors and named executives can be found in the “Stock Ownership” section below under the heading “Beneficial Ownership of Common Stock by Directors and Executive Officers.”
 
      
 Holding Period for LTIP AwardsAs a condition of awards under our LTIP, anour senior executive officers must hold “net shares” for a period of two years after vesting. This holding period is waived in the event of death or disability or upon the occurrence of a change in control. “Net shares” are shares delivered to an executive after vesting and the withholding for the payment of taxes.
 
  
      
 Double Trigger for Change in Control BenefitsAll equity incentives awarded under our LTIP and our change in control agreements include a double-trigger feature. If a change in control of the Company occurs, an executive’s employment also must be terminated within two years of such change in order to accelerate vesting or trigger the payment of a benefit.
 
  
      

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 Practices That We Prohibit or Discourage
 Anti-Hedging andAnti-Hedging; PledgingWe have implemented an anti-hedginga hedging and pledging policy under which our named executives (and our directors, officers and certain other employees) cannot enter into a transaction that has the effect of hedging the economic risks associated with the ownership of our common stock. TheAlthough the policy also discourages thedoes not completely prohibit pledging of our common stock. Ifstock, we discourage the practice, and any stock that an executive decides to pledge common stock, those sharespledges cannot be used to satisfy our stock ownership guidelines. As of the date of this proxy statement, none of our named executives had pledged common stock.
 
  
  
      
 Limits on the Use of DiscretionWe limit the compensation committee’s use of discretion with respect to outstanding equity awards in two ways:awards:
 
  ŸDiscretionary vesting of equity awards is not permitted under the LTIP.
      
  ŸIn determining the amount of performance-based compensation that has been earned, the committee may use only “negative discretion” to reduce the amount of an award that it believes is excessive or does not accurately represent our performance.
   
   
      

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ŸWe do not consider individual or subjective performance when determining bonuses or stock awards for our named executives.
 No Gross UpsThe committee does not enter into agreements or approve payments that will, directly or indirectly, result in tax gross upups for change in control payments. Mr. McGraw’s currentand Mr. Hart’s employment agreement hasagreements previously had a tax gross-up provision and Mr. Hart’s current employment agreement includes a “best net” provision. As part of Mr. McGraw’s transition to executive chairman and Mr. Hart’s transition to chairman of our Middle Tennessee division, these legacyprovision, respectively. These provisions will bewere eliminated effective May 1, 2018.
  
  
      
 Timing of Equity AwardsEquity compensation awards are made at meetings of our committee and board whichthat are scheduled well in advance, without regard to whether we have recently announced, or intend to announce, material information to the public. We do this to avoid the inference that we have “timed” an award or manipulated the market. Awards may be made effective when ratified by our full board or may be effective prospectively, on a specified date.
 
  
  
Compensation Consultant. For 2017,2018, the committee retained Pearl Meyer to serve as its executive compensation adviser. The charter of the compensation committee requires the committee to consider whether its advisers are independent underbased on the factors set forth in the Nasdaq Listing Rules, and the committee has determined that Pearl Meyer was independent in 2017.2018. Pearl Meyer works at the direction of the committee, and the decision to retain Pearl Meyer was at the sole discretion of the committee.
AtIn connection with the endcommittee’s 2018 compensation decisions:
In the fall of 2016,2017, Pearl Meyer recommended changesthat no change be made to the composition offinancial institutions included in our compensation peer group to be used in connection with 2017 compensation decisions, and the firm provided a review and analysis of the compensation levels and programs of companies within the peer group. For 2017, Pearl Meyer also provided information and recommendations about the compensation levels of our non-employee directors, compiled peer group compensation and performance data for the committee and recommended to the committee changes to our executive compensation program.

At the end of 2017, Pearl Meyer provided advice with respect to the modification of our cash and equity incentives effective for 2018 awards. and recommended the characteristics of the financial institutions to be included in our performance peer group.

Pearl Meyer reviewed the compensation levels of our non-employee directors and recommended changes to the compensation levels.

No additional services were provided by Pearl Meyer to the committee or the Company.
Information furnished by Pearl Meyer is one factor the committee uses when it makes decisions about compensation; other factors are described elsewhere in this CD&A.
Tax Considerations. Prior to 2018, compensation paid to our named executives in excess of $1 million was nondeductible, unless structured as “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code, or Section 162(m), generally disallows a federal income tax deduction for aggregate compensation payments to a named executive that exceed $1 million in any year. “Performance-based” compensation that satisfies the requirements of Section 162(m) is excluded from the calculation. While the preservation of our tax deduction for compensation expense is an important consideration, the committee believes that some flexibility is necessary to ensure that our compensation program effectively advances the interests of our shareholders and accomplishes our strategic goals. For 2017, base salary, cash bonuses and time-basedCode. We considered performance-based restricted stock awards were not intended to be performance-based compensation. The committee approved these payments knowing that a portion may not be deductible. The committee structured 2017 performance-based awards under our LTIP to satisfy the requirements ofas “performance-based” under Section 162(m).
, and we excluded the value of the awards from the determination of the $1 million limit. The performance-based exception to the $1 million limit was repealed under the Tax Cuts and Jobs Act, (enacted in December 2017), or the Tax Act, amended Section 162(m) to eliminate the exclusion for performance-based compensation. Effectiveeffective as of January 1, 2018.   The compensation committee did not significantly modify its practices in 2018 all compensation paidin response to a covered employee in excess of $1 million is non-deductible. The committee expectsthe law change, believing that this change may provide more flexibility to design performance-based awards, which will remain a substantial part of our executive compensation program. As in the past, the committee’s primary concern will be to ensure that any payment advances the objectives of our compensation program withshould be broadly structured to address Company’s objectives, 

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rather than to address the potential deductibilitytax treatment of compensation remaining a secondary concern.any individual item of compensation.
Management Involvement In Compensation Decisions. Mr. McGraw, who is ourOur chief executive officer is expected to regularly evaluatesevaluate and recommendsrecommend base salary adjustments for our executive officers, other than himself. In addition, Mr. McGraw,he will, with the assistance of management, regularly providesprovide data and analysis about Company and individual performance which is usedfor use by the committee to determinein determining base salary adjustments and potential payouts for our executives. Mr. McGraw also monitorsFinally, the chief executive officer is expected to monitor our perquisites and benefits to ensure that they remain competitive and consistent with the goals of our compensation program. Mr. McGraw, our chief executive officer until May 1, 2018, fulfilled all of these responsibilities with respect to 2018 compensation. Although our named executives frequently attend meetings at the request of the compensation committee, during 20172018 a portion of each of the committee’s meetings was in executive session without management present. During these sessions the committee made its individual compensation decisions.

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Meetings and Decision-Making Process. Our compensation committee met three times in 2016, seven times in 2017 and once in 2018 to setFor the purposes of setting fiscal year 20172018 compensation and to determinedetermining payouts under the PBRP and the LTIP for the 2018 fiscal year, our compensation committee met three times in 2017, fiscal year.once in 2018 and once in 2019 (there were additional meetings in 2018 on other matters). The following table illustrates the decision-making process used to set and determine compensation for the 20172018 fiscal year:
Determining Base Salary
Adjustments
Determining Performance-Based
Compensation
Determining Strategic Compensation
Ÿ

            
Ÿ 



Ÿ  


At the end of 2016,2017, Mr. McGraw recommended salaries for our executive officers other than himself.
 
The committee reviewed peer group information provided by Pearl Meyer and the recommendations from Mr. McGraw and recommended base salary adjustments for 2017.2018.

The committee’s recommendations were ratified by the non-employee members of our board of directors.
Ÿ


Ÿ



Ÿ 






Ÿ


Ÿ


Ÿ
Ÿ
ŸŸ
Ÿ
Ÿ
Ÿ
Ÿ

The committee reviewed possible performance measures and selected diluted earnings per share and net revenue per share asfor 2018 the performance measures for 2017.described later in this CD&A.

Management calculated and recommended possible performance levels (threshold, target and superior) based on the Company’s 2017 fiscal yearcommittee's direction and Renasant’ s 2018 budget.

The committee reviewed the performance levels provided by management and the peer group compensation report provided by Pearl Meyer and (1) set the amount of performance-based compensation for each executive officer; (2) determined the amount of performance-based compensation payable in the form of common stock and cash; and (3) determined performance measures and individual performance levels for the 20172018 fiscal year.

The committee’s recommendations were ratified by the non-employee members of the board of directors.

In 2018,2019, the committee reviewed 20172018 fiscal year performance and determined and certified payouts.
Ÿ

Ÿ

Ÿ

Ÿ
Ÿ
At the end of 2016,2017, the committee recommended time-based restricted stock awards to act as retention devices for executive officers who were subject toformed a key part of our succession plans.planning.

The committee’s recommendations were ratified by the non-employee members of our board of directors.

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COMPENSATION DECISIONS MADE FOR 20172018
Base Salary Adjustments. Base salary adjustments for each executive are dependent upon individual performance, current title or responsibilities, additional responsibilities assumed, peer group evaluation and progress towards achieving our strategic goals. The committee recommended the following adjustments to base salary, effective as of January 1, 2017:2018:
2017 BASE SALARY ADJUSTMENTS
2018 BASE SALARY ADJUSTMENTS2018 BASE SALARY ADJUSTMENTS
 
Base Salary
(2017)
 
Base Salary
(2016)
 % Increase 
Base Salary
(2018)
 
Base Salary
(2017)
 % Change
Mr. McGraw $800,000
 $750,000
 6.67% $840,000
(1) 
$800,000
 5.0%
Mr. Waycaster 630,000
 510,000
 23.5%
Mr. Chapman 425,000
 375,000
 13.33% 475,000
 425,000
 11.8%
Mr. Waycaster 510,000
 450,000
 13.33%
Mr. Hart 508,000
 496,000
 2.42% 508,000
(2) 
508,000
 —%
Mr. Cochran 375,000
 —
 —
 400,000
 375,000
 6.7%
(1)Mr. McGraw transitioned to our executive chairman effective May 1, 2018. At that time, his base salary was reduced to $504,000, a 40% reduction.
(2)Mr. Hart transitioned to the chairman of our Middle Tennessee division effective September 1, 2018. At that time, his base salary was reduced to $304,800, a 40% reduction.
The salary increase for Mr. McGraw’s increaseWaycaster reflects his assumption of the role of chief executive officer in May 2018, which was intended to act as a retention device to ensureanticipated at the completion of our succession plan and to recognize his long tenure with us. Upontime Mr. McGraw’s transition to executive chairman on May 1,Waycaster’s 2018 hisbase salary will be reduced by 40%.was determined. Salary increases for Messrs. Chapman and WaycasterCochran were intended to more closely align base salary with the median of our compensation peer group for similarly-situated executives. Uponexecutives and, in the case of Mr. Hart’s transitionChapman, to chairman ofreflect his additional role as our Middle Tennessee division, his base salary will be reduced by 40%.chief operating officer.

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Annual Cash Awards. Annual cash awards are made under our Performance Based Rewards Plan, which we call the PBRP. Payments to our named executives, other than Messrs.Mr. Hart, and Cochran, are based entirely on Company-wide performance, since thesebecause our named executives possess the ability to directly influence corporate-level results. Payments to Messrs.Mr. Hart and Cochran also consider regional performance, since eachhe has primary responsibility for one of our banking regions.
Awards for 20172018 were based on twothree Company-wide performance measures: diluted
Diluted earnings per share, or EPS, and netmeasured on an absolute basis;

Net revenue per share, or NRPS. These measures were determinedNRPS, measured on an absolute rather thanbasis; and

Return on average tangible common equity, or ROTCE, measured relative basis. These are the sameto our performance measures used in 2016. peer group.
The committee used theseselected EPS and NRPS as measures because they believeit believes that EPS and revenue growth continue to beare directly correlated to the delivery of shareholder value, that the measures are appropriate given the annual cycle of the incentive and that absolute performance more accurately measuredmeasures the delivery of value in the economic and interest rate environment existing in 2017. As explained above under2018. ROTCE was added because this measure indicates how profitably we used our capital as we grew during 2018; it is measured on a relative basis so that the heading “Modificationscommittee can compare our returns to our Executive Compensation Program,”an additional Company-wide measure has been added for 2018, and relative performance will be measured.those of financial institutions with similar characteristics.
For Messrs.Mr. Hart, and Cochran, regional performance was based on five performance measures: growth in net revenue,revenue; the ratio of noninterest expense to average assets,assets; the ratio of net charge-offs to average loans,loans; the ratio of loans 30-89 days past due to average loans,loans; and the ratio of nonperforming loans to average loans. The committee believes that these metrics accurately indicate the performance of the region Mr. Hart oversees.
Payouts under the PBRP are based upon the attainment of threshold, target or superior performance. Target performance levels for Company-wide measures are first derived from our budget, as approved by the board. The budgeted results are also compared with estimates obtained from investment analysts who regularly follow our performance, which provides assurance that targeted levels represent substantial goals. Target performance levels for theMr. Hart’s regional measures are derived from the budget for the respectiveapplicable region. For Company-wide and regional

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measures, threshold performance is set at approximately 5% below target, and superior performance is set at approximately 5% above target.
The committee believes that diluted earnings per share is more indicative of overall performance and the delivery of shareholder value than either net revenue per share or ROTCE, and it weighted that measure most heavily. The table below indicates the weighting given to each measure and the specific threshold, target and superior performance levels designated by the committee:
2018 COMPANY-WIDE PERFORMANCE MEASURES
Performance MeasureWeightThreshold PerformanceTarget PerformanceSuperior Performance
  Per share
Diluted earnings per share (EPS)50%$2.75
$2.89
$3.03
Net revenue per share (NRPS)20%9.99
10.52
11.05
  Peer Percentile
Return on tangible common equity (ROTCE)30%25th
50th
75th
Potential payouts for threshold, target and superior performance are expressed as a percentage of each executive’s base salary; there are no payouts for performance below threshold. With the exception of Mr. Waycaster, whose potential payouts were increased to reflect that he would begin to serve as our chief executive officer in May 2018, and Mr. Chapman, whose potential payouts were increased to reflect his additional role as our chief operating officer, potential payouts were the same for 2016.in 2018 and 2017.
2017 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY
2018 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY2018 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY
ThresholdTargetSuperiorThresholdTargetSuperior
Mr. McGraw40%80%160%40%80%160%
Mr. Waycaster30%60%120%40%80%160%
Mr. Chapman30%60%120%
Other named executives25%50%100%25%50%100%
The committee certified that for 2018 our EPS, after excluding unusual or infrequently-occurring items as required under the PBRP, was $2.97, our NRPS was $10.41, and our ROTCE fell within the 69th percentile among the performance peer group. Our EPS performance was between the target and superior performance levels, our NRPS performance was between the threshold and target performance levels, and our ROTCE performance was between the target and superior performance levels. These outcomes resulted in the following payouts:
PBRP 2018 PAYOUTS 
Performance Measure% of Award2018 Achieved
Mr. McGraw(1)
Mr. WaycasterMr. ChapmanMr. Cochran
EPS50%102.77% of Target$387,877
$396,000
$223,928
$157,143
NRPS20%98.95% of Target88,608
90,463
51,155
35,898
ROTCE30%138.00% of Target260,653
266,112
150,480
105,600
Total100% 737,138
752,575
425,563
298,641
       
   
Mr. Hart(1)
   
EPS25%102.77% of Target$87,504
   
NRPS10%98.95% of Target19,990
   
ROTCE15%138.00% of Target58,803
   
Regional Performance50%
0.00% of Target(2)
—
   
Total100% 166,297

  
(1)For Messrs. McGraw and Hart, payouts reflect base salary adjustments made as of May 1, 2018 and September 1, 2018, respectively.
(2)Represents the percentage of the cumulative target award earned by Mr. Hart as the president of the Northern Region/Chairman of the Middle Tennessee division.

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Equity Awards. For 2018, our named executives received variable compensation in the form of restricted stock awards under our LTIP. Each executive received performance-based and time-based awards, as follows: (1) a time-based award; (2) a performance-based award with a three-year performance cycle; and (3) a performance-based “transition” award with a one-year performance cycle. Time- and performance-based awards generally cover a substantially equal number of shares, reflecting the committee's view that strategic compensation goals and performance-based compensation are equally important.
Time-Based Awards. Time-based awards serve as a retention device and as variable compensation that further ties the financial interests of our executives to the performance of the Company and our stock. The service or retention period for our time-based awards is generally three years, but for Messrs. McGraw and Hart a one-year period was considered more appropriate given their change in status in 2018. The table below describes the time-based awards made to our named executive officers for 2018.

2018 Time-Based Awards
ExecutiveNumber of Shares
Award DateVesting Date
Mr. McGraw(1)
13,000
January 1, 2018January 1, 2019
Mr. Waycaster7,500
January 1, 2018January 1, 2021
Mr. Chapman5,000
January 1, 2018January 1, 2021
Mr. Hart(1)
2,933
January 1, 2018January 1, 2019
Mr. Cochran4,000
January 1, 2018January 1, 2021
(1)Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to generally correspond to the 40% base salary reductions that occurred on May 1, 2018 and September 1, 2018, respectively.
Performance-Based Awards With Three-Year Performance Cycle. For 2018, we increased the performance cycle applicable to our performance-based awards from one year to three years, permitting us to evaluate and reward longer-term performance. These awards will vest, if at all, on December 31, 2020. Payouts will be determined using three new Company-wide performance measures: (1) ROTCE, (2) return on average tangible assets, or ROTA, and (3) total shareholder return, or TSR, all measured relative to our performance peer group.
The committee’s use of ROTCE as a performance measure is discussed above under the “Annual Cash Awards” heading. ROTA was used as a performance measure because it indicates how effective our executives are in generating profits from our tangible assets. TSR, which measures the internal rate of return of all cash flows to shareholders over a specified period, was used because it measures the creation of long-term value for our shareholders. By comparing ROTCE, ROTA and TSR to a performance peer group, our executives are rewarded only if our performance meets or exceeds the performance of our peers in these areas, regardless of whether these measures improve in an absolute sense.
The committee believes that diluted earnings per share is more indicative ofROTCE and ROTA equally measure overall performance, and the delivery of shareholder value than net revenue per share andso it weighted these measures equally. TSR was given a lesser weighting because this measure may be impacted by macroeconomic factors that measure more heavily.are outside the control of our executives. The table below indicates the weighting given to each measure and the specific threshold, target and superior performance levels designated by the committee:
2017 COMPANY-WIDE PERFORMANCE MEASURES
Performance MeasureWeightThreshold PerformanceTarget PerformanceSuperior Performance
Diluted earnings per share (EPS)60%$2.26
$2.38
$2.50
Net revenue per share (NRPS)40%9.88
10.40
10.92
2018 PERFORMANCE MEASURES - THREE-YEAR PERFORMANCE CYCLE
Performance MeasureWeightThreshold PerformanceTarget PerformanceSuperior Performance
Peer Percentile
Return on average tangible common equity40%25th50th75th
Return on average tangible assets40%25th50th75th
Total shareholder return20%25th50th75th

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The committee certified that our EPS was $2.42 and our NRPS was $10.19, after excluding nonrecurring events as required under the PBRP. Our EPS performance was between the target and superior performance levels, while our NRPS performance was slightly less than the target level of performance. These outcomes resulted in the following payouts:
PBRP 2017 PAYOUTS
Performance Measure% of Award2017 AchievedMr. McGrawMr. ChapmanMr. Waycaster
EPS60%101.68% of Target$523,200
$171,518
$250,155
NRPS40%97.98% of Target205,500
67,368
98,255
Total100% 728,700
238,886
348,410
      
   Mr. HartMr. Cochran 
EPS30%101.68% of Target$103,823
$74,086
 
NRPS20%97.98% of Target40,779
29,099
 
Regional Performance50%
44.79% of Target(1)
56,885
133,587
 
  
142.49% of Target(2)
   
Total100% 201,487
236,772
 
(1)
Represents the percentage of the cumulative target award earned by Mr. Hart as the president of the Northern Region.
(2)
Represents the percentage of the cumulative target award earned by Mr. Cochran as the president of the Western Region.
Equity Awards. For 2017, our named executives received restricted stock awards under our LTIP. Each executive received a performance-based award; Messrs. McGraw, Chapman, Waycaster and Cochran also received time-based awards.
Other than with respect to an award of 12,000 shares to Mr. Chapman described below, the intent of the committee in making time-based awards was not to increase aggregate equity compensation opportunities, but rather to allocate a portion of our equity compensation to the furtherance of one of our strategic goals. For 2017, our intent was to retain the services of Mr. McGraw and Messrs. Chapman, Waycaster and Cochran, each of whom we believe is integral to the final implementation of the Company’s succession plan. Their equity compensation opportunities, at the target level, were divided equally between time-based and performance-based awards. In May 2017, we made an additional 12,000 share time-based award to Mr. Chapman; the purpose of this award was to acknowledge his assumption of many of the duties of our chief operating officer. The table below describes the time-based awards made to our named executive officers for 2017.
2017 Time-Based Awards
ExecutiveNumber of Shares
Award Date
Vesting Date(1)
Mr. McGraw15,000
January 1, 2017January 1, 2018
Mr. Waycaster5,000
January 1, 2017January 1, 2020
Messrs. Chapman and Cochran4,000
January 1, 2017January 1, 2020
Mr. Chapman12,000
May 1, 2017May 1, 2020
(1)
Awards made to Messrs. Waycaster, Chapman and Cochran on January 1, 2017, vest in full on January 1, 2020; Mr. Chapman's award made on May 1, 2017, vests one-third each year over a three-year service period ending May 1, 2020.
The committee also awarded performance-based restricted stock to all executives using a one-year performance cycle and the same Company-wide performance measures used for cash awards made under the PBRP, described above in the paragraph “Annual Cash Awards.” There was no regional component to the LTIP performance measures for Messrs. Hart and Cochran. As explained above, the committee used EPS and NRPS as performance measures because the committee believed that these measures best correlate compensation with the delivery of shareholder value. For 2018, three new performance measures will be used and the performance cycle will be lengthened to three years. More information about these changes may be found above in this section under the heading “Modifications to our Executive Compensation Program.”
The relative weightings assigned to the performance measures were the same as the weightings assigned under the PBRP, as described above. The table below reflects the potential payouts, in shares, for threshold, target and superior performance; there is no payout for performance below threshold performance.
2018 POTENTIAL LTIP PAYOUTS - THREE-YEAR PERFORMANCE CYCLE
 ThresholdTargetSuperior
Mr. McGraw(1)
6,000
9,000
13,500
Mr. Waycaster5,000
7,500
11,250
Mr. Chapman3,333
5,000
7,500
Mr. Hart(1)
1,600
2,400
3,600
Mr. Cochran2,667
4,000
6,000
(1)Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to correspond to the 40% reduction in their base salaries that occurred during 2018.
Transition Awards. To provide an orderly transition to our new three-year performance cycle, the committee also made performance-based awards with a one-year performance cycle. These “transition” awards use the following performance measures: ROTCE and ROTA, measured relative to our performance peer group, and EPS, measured on an absolute basis.

For the same reasons described above with respect to awards subject to our three-year performance cycle, the committee weighted ROTCE and ROTA equally. EPS, which was given a lesser weighting, was used instead of TSR because the committee determined that, over a one-year period, EPS was a better measure of the growth of shareholder value. The table below indicates the weighting given to each measure and the specific threshold, target and superior performance levels designated by the committee.
2018 PERFORMANCE MEASURES - TRANSITION AWARDS
Performance MeasureWeightThreshold PerformanceTarget PerformanceSuperior Performance
  Peer Percentile
Return on average angible common equity40%25th
50th
75th
Return on average tangible assets40%25th
50th
75th
Diluted earnings per share20%$2.75
$2.89
$3.03
The table below reflects the potential payouts for our transition awards, in shares, for threshold, target and superior performance; there is no payout for performance below threshold performance.
2018 POTENTIAL LTIP PAYOUTS - TRANSITION AWARDS
 ThresholdTargetSuperior
Mr. McGraw(1)
7,333
11,000
16,500
Mr. Waycaster5,000
7,500
11,250
Mr. Chapman3,333
5,000
7,500
Mr. Hart(1)
1,955
2,933
4,400
Mr. Cochran2,667
4,000
6,000
(1)Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to correspond to the 40% reduction in their base salaries that occurred during 2018.
The committee certified that our ROTCE for 2018 fell within the 69th percentile among the performance peer group, our 2018 ROTA fell within the 67th percentile among the performance peer group, and our EPS, after excluding unusual or infrequently-occurring events as required under the LTIP, was $2.97. For each of ROTCE, ROTA and EPS, our performance was between the target and superior performance levels. These outcomes resulted in the following payouts, in shares (the total dollar value of these payouts is listed in the Summary Compensation Table below in the “Stock Awards” column):

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2017 POTENTIAL LTIP PAYOUTS (NUMBER OF SHARES)
 ThresholdTargetSuperior
Mr. McGraw10,000
15,000
22,500
Mr. Waycaster3,333
5,000
7,500
Mr. Hart5,333
8,000
12,000
Messrs. Chapman and Cochran2,667
4,000
6,000
2018 LTIP PAYOUTS - TRANSITION AWARDS
 ResultsPayouts
Performance Measure% of Award
Award LevelMr. McGraw
Mr. Waycaster
Mr. Chapman
Mr. Hart
Mr. Cochran
ROTCE40%138.00% of Target6,072
4,140
2,760
1,619
2,208
ROTA40%134.00% of Target5,896
4,020
2,680
1,572
2,144
EPS20%102.77% of Target2,829
1,929
1,286
755
1,029
Total100% 14,797
10,089
6,726
3,946
5,381
The committee certified thatNon-GAAP Financial Measures. ROTCE, ROTA and EPS (as adjusted) are non-GAAP financial measures, as defined in Regulation G promulgated by the SEC. For an explanation of how we calculate these measures from our audited financial statements, please see, as to EPS, was $2.42the “Results of Operations - Net Income” section and, as to ROTA and ROTCE, the “Non-GAAP Financial Measures” section, each in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operation, in our NRPS was $10.19, after excluding nonrecurring events as required underAnnual Report on Form 10-K for the LTIP. Our EPS performance was between the target and superior performance levels. Our NRPS performance was slightly less than the target level of performance. These outcomes resulted in the following payouts:year ended December 31, 2018.

2017 LTIP PAYOUTS (NUMBER OF SHARES)
 ResultsPayouts (Number of Shares)
Performance Measure% of AwardAward LevelMr. McGraw
Mr. Chapman
Mr. Waycaster
Mr. Hart
Mr. Cochran
EPS60%101.68% of Target10,632
2,835
3,544
5,671
2,835
NRPS40%97.98% of Target5,212
1,390
1,738
2,780
1,390
Total100% 15,844
4,225
5,282
8,451
4,225
COMPENSATION COMMITTEE REPORT
The compensation committee reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based upon this review and discussion, the committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation Committee:
Albert J. Dale, III, Chairman Frank B. Brooks
John M. Creekmore
Richard L. Heyer, Jr.
Neal A. Holland, Jr.
J. Niles McNeel, Vice Chairman
March 7, 20186, 2019
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the compensation committee during 20172018 were Frank B. Brooks (until his retirement as of the 2018 Annual Meeting of Shareholders), John M. Creekmore, Albert J. Dale, III, Richard L. Heyer, Jr., Neal A. Holland, Jr. and J. Niles McNeel. In 2017, noNo member of the compensation committee was an officer or employee of Renasant or any of our subsidiaries during 2018 or was formerly an officer of Renasant, and no member had any relationship, other than loan, deposit and financial services relationships with the Bank, requiring disclosure as a related person transaction under applicable SEC regulations. For a discussion of such loan and deposit relationships, please refer to the information in the “Corporate Governance and Board of Directors” section under the headings “Indebtedness of Directors and Executive Officers” and “Other Related Person Transactions” above. Additionally, in 20172018 none of our executive officers served as a member of the compensation committee (or committee performing similar functions or, in the absence of any such committee, the entire board), of any other entity or served as a director of another entity, one of whose executive officers served on our compensation committee in 2017.2018.

3235



COMPENSATION TABLES
20172018 SUMMARY COMPENSATION TABLE
Name and Principal PositionYearSalaryBonusStock AwardsOption AwardsNon-Equity Incentive
Plan Compensation		Changes in Pension Value and Non-qualified Deferred Compensation EarningsAll OtherTotalYearSalaryBonusStock AwardsOption AwardsNon-Equity Incentive
Plan Compensation		Changes in Pension Value and Non-qualified Deferred Compensation EarningsAll Other CompensationTotal
ABCDEFGHIJBCDEFGHIJ
E. Robinson McGraw
Principal Executive Officer
2017$800,000
$—
$1,266,600
$—
$728,700
$133,464
$109,499
$3,038,263
2016750,000
—
746,880
—
449,521
12,376
91,946
2,050,723
2015700,000
—
694,320
—
821,192
224,091
91,171
2,530,774
E. Robinson McGraw(1)
Principal Executive Officer
2018$617,077
$—
$1,349,370
$—
$737,138
$69,189
$102,610
$2,875,384
2017800,000
—
1,266,600
—
728,700
133,464
109,499
3,038,263
2016750,000
—
746,880
—
449,521
12,376
91,946
2,050,723
C. Mitchell Waycaster(1)
Principal Executive Officer
2018630,000
—
920,025


752,575
44,000
80,435
2,427,035
2017510,000
—
422,200
—
348,410
28,525
75,898
1,385,033
2016450,000
—
217,840
—
165,531
1,105
58,502
892,978
Kevin D. Chapman
Principal Financial Officer
2017425,000
—
846,560
—
238,886
190
72,030
1,582,666
2018475,000
—
613,350
—
425,563
206
73,070
1,587,189
2016375,000
—
217,840
—
140,504
—
54,290
787,634
2017425,000
—
846,560
—
238,886
190
72,030
1,582,666
2015330,000
—
202,510
—
241,958
—
53,460
827,928
2016375,000
—
217,840
—
140,504
—
54,290
787,634
C. Mitchell Waycaster
President
2017510,000
—
422,200


348,410
28,525
75,898
1,385,033
2016450,000
—
217,840
—
165,531
1,105
58,502
892,978
2015360,000
—
202,510
—
263,954
26,080
57,581
910,125
R. Rick Hart
Executive Vice President
2017508,000


337,760


201,487
106,466
79,685
1,233,398
2018445,477
—
337,997
—
166,297
100,009
73,586
1,123,366
2016496,000
—
217,840
—
158,392
117,307
57,292
1,046,831
2017508,000
—
337,760
—
201,487
106,466
79,685
1,233,398
2015475,000
—
202,510
—
269,237
119,236
58,527
1,124,510
2016496,000
—
217,840
—
158,392
117,307
57,292
1,046,831
J. Scott Cochran(1)
Executive Vice President
2017375,000
—
337,760
—
236,772
594
71,398
1,021,524
































J. Scott Cochran(2)
Executive Vice President
2018400,000
—
490,680
—
298,641
422
68,548
1,258,291
2017375,000
—
337,760
—
236,772
594
71,398
1,021,524
















Bartow Morgan, Jr.(3)
Executive Vice President
2018147,115
130,950
—
—
—
—
2,547,100
2,825,165
 
 
(1)
Mr. McGraw served as our chief executive officer, and principal executive officer, from January 2018 through April 2018. Mr. Waycaster served as our chief executive officer, and principal executive officer, from May 1, 2018 through the end of 2018.
(2)Mr. Cochran became a named executive in 2017. SEC rules permit us to omit compensation information for him foryears prior to the years before heindividual becoming a named executive officer.
(3)
Mr. Morgan became a named executive.executive officer in 2018 in connection with our acquisition of Brand. As part of the acquisition, Mr. Morgan and Brand negotiated and entered into an agreement providing for the termination and disposition of certain benefits and perquisites provided to him by Brand, including the payout of designated amounts. We agreed to make the payments if not completed by Brand prior to the acquisition. Because these payments relate to services performed by Mr. Morgan for Brand, they are not reflected in the 2018 Summary Compensation Table above or described elsewhere in this proxy statement. Details about these payments may be found in the proxy statement/prospectus relating to the Brand acquisition that we filed with the SEC on June 27, 2018.
General. The 20172018 Summary Compensation Table above includes information about the compensation earned by our principal executive officer,officers, principal financial officer and the three other most highly compensated officers of the Company and the Bank for services that they rendered during fiscal years ending December 31, 2018, 2017 and 2016 (except as to Messrs. Cochran and 2015.Morgan). The compensation included in the table represents both cash payments and the value of other forms of payments, as follows:
Column C - Salary - Amounts included in this column represent base salary earned by our named executives in 2018, 2017 2016 and 2015,2016, some of which may have been voluntarily deferred under our 401(k) plan or our two non-qualified deferred compensation plans, the Deferred Income Plan and the DSU Plan.
Column D - Bonus - Amounts in this column report cash bonuses paid on a discretionary basis. Discretionary bonuses were not a component of our compensation program during 2018, 2017 2016 or 2015.2016. Mr. Morgan received a prorated bonus for his service after our acquisition of Brand. We consider this a discretionary bonus because it was not made using the performance measures applicable during 2018 under our PBRP.

36



Columns E and F - Stock Awards; Option Awards - Amounts in these columns represent the value of non-cash compensation granted or awarded under our LTIP, which may be performance-based or time-based. Performance-based awards may or may not be earned by any executive, depending upon the achievement of performance objectives. Options were not a component of our compensation during 2018, 2017 2016 or 2015.2016.
Column G - Non-Equity Incentive Plan Compensation - Amounts in this column represent cash bonuses paid under our PBRP based upon the achievement of performance goals.measures. Some of these amounts may have been voluntaryvoluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan.
Column H - Changes in Pension Value and Non-qualified Deferred Compensation Earnings - Amounts in this column represent (1) changes in the actuarial value of benefits accrued under our tax-qualified pension plan and Mr. Hart’s non-qualified supplemental executive retirement plans, or SERPs, and (2) any above-market earnings credited under our Deferred Income Plan.


33



Column I - All Other Compensation - Amounts in this column represent the value of other compensation we pay or provide to our named executives, such as car allowances and membership dues.
Restricted Stock Awards. Amounts reported in the Column E, labeled “Stock Awards,,” represent the value of restricted stock awarded under our LTIP, including performance-basedperformance and time-based awards. The dollar amounts reflect the aggregate fair value of the awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation,” referred to as “Topic 718.” Dividends payable on restricted stock awards are not included in our fair value determination. For performance-based awards, amounts included in this column reflect the probable outcome of the performance conditions determined as of the date of award, which we consider to be the target award, consistent with our estimate of the aggregate compensation cost to be recognized over the applicable service period as of the award date under Topic 718. As permitted under the guidance in Topic 718, the Company has elected to account for forfeitures in compensation cost when they occur. The fair value of the performance awards on the award date, assuming that superior performance was achieved, rather than target performance as reported in the table, was $1,226,700, $920,025, $613,350, $327,120, and $490,680 for Messrs. McGraw, Waycaster, Chapman, Hart and Cochran, respectively. Mr. Morgan was not eligible to receive a restricted stock award in 2018. Please refer to Note 14, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 20172018 for details regarding the assumptions we used to determine the fair value of our restricted stock awards. The value of the performance awards on the award date, assuming that superior performance was achieved, rather than target performance as reported in the table, was $949,950, $253,320, $316,650, $506,640, and $253,320 for Messrs. McGraw, Chapman, Waycaster, Hart and Cochran, respectively.
The number of target shares that corresponds to the value of our performance-based restricted awards included in Column E above is also listed in the Grants of Plan-Based Awards table that follows. Further information about why LTIP awards are made, the relationship of LTIP awards to other compensation components, the differences between performance and time-based awards and among performance-based awards, the specific performance goalsmeasures designated by the compensation committee over the applicable performance cycle, and potential shares receivable for threshold, target and superior performance can be found in the CD&A, under the heading “Compensation Decisions Made in 2017,2018,” in the paragraph labeled “Equity Awards.” The Option Exercises and Vested Restricted Stock table below sets forth the actual number of shares of restricted stock received upon vesting at the end of 2017.2018.
Cash Bonuses. The amounts listed in Column G, labeled “Non-Equity Incentive Plan Compensation,” reflect annual cash bonuses earned and paid under the PBRP, all of which are subject to the attainment of performance goals.measures. More information about why annual cash bonuses are made, the relationship of annual cash bonuses to other compensation components, the specific performance goals designated by the compensation committee, and potential amounts payable for threshold, target and superior performance can be found in the CD&A, under the heading “Compensation Decisions Made in 2017,2018,” in the paragraph labeled “Annual Cash Awards.” A prorated bonus was paid to Mr. Morgan for services he rendered in 2018 after our acquisition of Brand. Because his bonus was not determined using the performance measures applicable under the PBRP, we consider Mr. Morgan’s bonus to be a discretionary bonus and included the amount in Column D.
Changes in Pension Value and Non-qualified Deferred Compensation Earnings. Amounts reported in Column H, labeled “Changes in Pension Value and Non-qualified Deferred Compensation Earnings,” reflect above-market earnings on deferrals credited to our Deferred Income Plan and the year-over-year change in the actuarial present value of accumulated benefits under our pension plan and Mr. Hart’s SERPs. Earnings are considered “above-market” only if the credited interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. For 2017, these amounts are2018, the aggregate amount in Column H is made up as follows:

37



2017 ABOVE-MARKET EARNINGS AND ACCRUALS
2018 ABOVE-MARKET EARNINGS AND ACCRUALS2018 ABOVE-MARKET EARNINGS AND ACCRUALS
NameAbove-market EarningsPension Plan AccrualsSERP AccrualsAbove-market EarningsPension Plan AccrualsSERP Accruals
Mr. McGraw$7,557
$125,907
$—
$5,916
$63,273
$—
Mr. Waycaster393
43,607
—
Mr. Chapman190
—
—
206
—
—
Mr. Waycaster585
27,940
—
Mr. Hart4,584
—
101,882
2,450
—
97,559
Mr. Cochran594
—
—
422
—
—
All Other Compensation. In addition to the amounts described above, we provide or pay one or morecertain additional amounts for the benefit of the following for our named executives, the value of which is included in Column I, labeled “All Other Compensation.” These amounts include contributions to our 401(k) plan, group term life and disability insurance premiums, dividends on restricted stock awards, automobile allowances, dues for memberships in professional and civic organizations and country club dues. Mr. McGraw, our chief executive officer, also receives a contribution to our Deferred Income Plan and a tax gross-up based on the value of his automobile allowance, both of which are contractual payments. The “Insurance Premiums” column below reflects a $2,537,238 payment we made to Mr. Morgan under the terms of the agreement entered into by Mr. Morgan and Brand as a part of the Brand acquisition. The payment represents aggregate premium payments on individual policies of life insurance owned by Mr. Morgan due for periods after our acquisition of Brand. The premium payment obligation was part of Mr. Morgan’s employment agreement with Brand; we decided to settle the obligation since we do not provide or support individual life insurance policies as an executive benefit.
Below is specific information about the other compensation paid to each of our named executives:
COMPONENTS OF OTHER COMPENSATION PAID IN 2018

Name

Plan Contributions

Insurance Premiums
Restricted Stock Dividends

Automobile Allowance
Professional and Civic Organizational/Country Club DuesDeferred Income Contribution

Gross Up


Total
Mr. McGraw$31,640
$1,879
$25,170
$15,600
$10,053
$5,458
$12,810
$102,610
Mr. Waycaster31,640
8,887
20,855
12,000
7,053
—
—
80,435
Mr. Chapman31,640
1,950
23,220
12,000
4,260
—
—
73,070
Mr. Hart31,640
13,949
6,397
12,000
9,600
—
—
73,586
Mr. Cochran31,640
4,165
13,690
12,000
7,053
—
—
68,548
Mr. Morgan4,154
2,537,891
—
4,000
1,055
—
—
2,547,100

3438



OTHER COMPENSATION PAID IN 2017

Name

Plan Contributions

Insurance Premiums
Restricted Stock Dividends

Automobile Allowance
Country Club DuesDeferred Income Contribution

Gross Up


Total
Mr. McGraw$41,975
$1,956
$20,520
$15,600
$10,053
$5,458
$13,938
$109,500
Mr. Chapman41,975
2,005
11,790
12,000
4,260
—
—
72,030
Mr. Waycaster41,975
6,320
8,550
12,000
7,053
—
—
75,898
Mr. Hart41,975
9,842
5,580
12,688
9,600
—
—
79,685
Mr. Cochran41,975
2,900
7,470
12,000
7,053
—
—
71,398


GRANTS OF PLAN-BASED AWARDS
The following table provides information on the performance-based incentive awards made to the named executives for 2018.
2017 PLAN-BASED AWARDS
2018 PLAN-BASED AWARDS(1)
2018 PLAN-BASED AWARDS(1)
 Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP)Estimated Possible Payouts Under Equity Incentive Plan (LTIP)  Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP)Estimated Possible Payouts Under Equity Incentive Plan (LTIP) 
NameGrant DateDate of Compensation Committee ActionThreshold ($)Target ($)Superior ($)Threshold (#)
Target
 (#)
Superior (#)Grant Date Fair Value of Stock and Option Awards ($)Grant DateDate of Compensation Committee ActionThreshold ($)Target ($)Superior ($)Threshold (#)
Target
 (#)
 Superior (#)Grant Date Fair Value of Stock and Option Awards ($)
ABCDEFGHIJBCDEFGH IJ
Mr. McGraw1/1/201711/9/2016320,000
640,000
1,280,000
10,000
15,000
22,500
633,300
1/1/201812/13/2017246,831
493,662
987,323
7,333
11,000
(2) 
16,500
449,790
1/1/201711/9/2016  15,000
 633,300
1/1/201812/13/2017 6,000
9,000
(3) 
13,500
368,010
1/1/201812/13/2017  13,000
(4) 
 531,570
Mr. Waycaster1/1/201812/13/2017252,000
504,000
1,008,000
5,000
7,500
(2) 
11,250
306,675
1/1/201812/13/2017 5,000
7,500
(3) 
11,250
306,675
1/1/201812/13/2017  7,500
(4) 
 306,675
Mr. Chapman1/1/201711/9/2016106,250
212,500
425,000
2,667
4,000
6,000
168,880
1/1/201812/13/2017142,500
285,000
570,000
3,333
5,000
(2) 
7,500
204,450
1/1/201711/9/2016







4,000


168,880
1/1/201812/13/2017 3,333
5,000
(3) 
7,500
204,450
5/1/20174/25/2017  12,000
 508,800
1/1/201812/13/2017  5,000
(4) 
 204,450
Mr. Waycaster1/1/201711/9/2016153,000
306,000
612,000
3,333
5,000
7,500
211,100
Mr. Hart1/1/201812/13/2017111,369
222,739
445,477
1,955
2,933
(2) 
4,400
119,930
1/1/201711/9/2016







5,000


211,100
1/1/201812/13/2017 1,600
2,400
(3) 
3,600
98,136
Mr. Hart1/1/201711/9/2016127,000
254,000
508,000
5,333
8,000
12,000
337,760
1/1/201812/13/2017  2,933
(4) 
 119,930
Mr. Cochran1/1/201711/9/201693,750
187,500
375,000
2,667
4,000
6,000
168,880
1/1/201812/13/2017100,000
200,000
400,000
2,667
4,000
(2) 
6,000
163,560
1/1/201711/9/2016  4,000
 168,880
1/1/201812/13/2017 2,667
4,000
(3) 
6,000
163,560
1/1/201812/13/2017  4,000
(4) 
 163,560
(1)Mr. Morgan was not eligible to receive a plan-based award in 2018.
(2)Represents shares subject to the performance measures discussed in the CD&A above and a one-year performance cycle.
(3)Represents shares subject to the performance measures discussed in the CD&A above and a three-year performance cycle.
(4)Represents shares subject to time-based vesting. Mr. McGraw’s and Mr. Hart’s awards are subject to a one-year service vesting period, while the remaining time-based awards are subject to a three-year service vesting period.
We maintain two performance-based incentive plans: the PBRP, which is our annual cash bonus plan, and the LTIP, which is our equity incentive plan. For payments and awards under the PBRP and LTIP that are intended to be performance-based, our compensation committee sets targeted payout levels, reflecting the attainment of threshold, target and superior performance levels. In the table above, Columns D, E and F represent potential cash payouts at each level under the PBRP on the first day of our fiscal year (the first day of the performance cycle); Columns G, H, and I represent potential payouts under the LTIP at each level expressed in the form of shares of our common stock; Column J reflects the award date fair value at the target level, which we consider the probable outcome, determined in accordance with Topic 718. More information about the performance goalsmeasures and the factors the compensation committee uses to set threshold, target and superior performance levels and the reason for the time-based award is included in the CD&A.
For 2017, the committee awarded to each of our named executives, other than Mr. Hart, time-based restricted awards that are not subject to performance goals. These awards are listed in Column H in the table above. Mr. McGraw’s time-based restricted stock award is subject to a one-year service vesting period; Messrs. Waycaster and Cochran’s awards are subject to a three-year service vesting period. Mr. Chapman received two time-based awards: 4,000 shares, which fully vest in three years, and 12,000 shares, which vest one-third each year over a three-year service period.

3539



OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 20172018
Outstanding Stock Awards
OUTSTANDING STOCK AWARDSOUTSTANDING STOCK AWARDS
NameNumber of Securities that have not Vested (#)Market Value of Securities that have not Vested ($)Number of Securities that have not Vested (#)Market Value of Securities that have not Vested ($)Equity Incentive Plan Awards: Number of Unearned Securities that have not Vested (#)Equity Incentive Plan Awards: Market Value of Unearned Securities that have not Vested ($)
ABCBCDE
Mr. McGraw15,000
613,350
13,000
392,340
9,000
271,620
Mr. Waycaster16,000
482,880
7,500
226,350
Mr. Chapman19,500
797,355
20,500
618,690
5,000
150,900
Mr. Waycaster8,500
347,565
Mr. Hart—
—
2,933
88,518
2,400
72,432
Mr. Cochran7,500
306,675
11,500
347,070
4,000
120,720
Stock Awards. Columns B and C in the table above include information about time-based restricted stock awarded under our LTIP that was not vested at the endreflect all of our fiscal year.outstanding time-based awards, including those that vested on January 1, 2019. The value of these awards is based on the per share market value of our common stock on December 31, 2017,2018, which was $40.89$30.18 per share. Performance-based restricted stockColumns D and E in the table above include information about our performance-based awards, have a one-year performance cycle and vest as of the end of our fiscal year; these awardsexcluding those that vested on December 31, 2018, which are not included in the table above.that follows. The value of our performance-based awards was determined using the per share market value of our common stock on December 31, 2018, $30.18 per share, and the number of shares equal to a target award or the number of shares actually vested as of January 1, 2019, as applicable. More information about our time-basedtime and performance-based restricted stock awards, including their respective vesting dates, can be found in the CD&A under the heading “Compensation Decisions made in 2017,2018,” paragraph titledlabeled “Equity Incentives.”
Unexercised Options. There were no unexercised stock options held by our named executives as of the end of 2017.2018.
OPTION EXERCISES AND VESTED RESTRICTED STOCK
OPTION EXERCISES AND STOCK VESTED DURING 2017
OPTION EXERCISES AND STOCK VESTED DURING 2018OPTION EXERCISES AND STOCK VESTED DURING 2018
Options GrantsRestricted Stock AwardsOptions GrantsRestricted Stock Awards
Name
Number of Shares Acquired on Exercise
(#)
Value Realized on Exercise
($)
Number of Shares Acquired on Vesting
(#)
Value Realized on Vesting
($)
Number of Shares Acquired on Exercise
(#)
Value Realized on Exercise
($)
Number of Shares Acquired on Vesting
(#)
Value Realized on Vesting
($)
ABCDEBCDE
Mr. McGraw—
—
27,844
1,154,501
—
—
29,797
1,059,911
Mr. Waycaster—
—
10,089
304,473
Mr. Chapman—
—
4,225
172,760
—
—
10,726
383,902
Mr. Waycaster—
—
5,282
215,981
Mr. Hart15,000
389,200
8,451
345,561
—
—
3,946
119,080
Mr. Cochran13,750
340,588
4,225
172,760
—
—
5,381
162,386
The table above includes information about options that our named executives exercised during our 2017 fiscal year and restricted stock awards that vested at the end of our 20172018 fiscal year. The value realized on the exercise ofyear; no options Column C in the table above, is determined as the difference between the fair market value of our common stock on the exercise date and the exercise price of the option.were exercised during 2018. For Mr. McGraw, the amount included in Column D reflects 12,00015,000 shares of his time-based restricted stock awards that vested on January 1, 20172018 and 15,84414,797 shares of his performance-based restricted stock awards that vested on December 31, 2017.2018. The value of Mr. McGraw’s restricted stock awards, Column E in the table above, is based on the per share market value of our common stock as of January 1,December 31, 2017, which was $42.22,$40.89, for his time-based award of 12,00015,000 shares, and the per share market value of our common stock as of December 31, 2017,2018, which was $40.89,$30.18, for his performance-based award of 15,84414,797 shares. For Mr. Chapman, the amount included in Column D reflects 4,000 shares of his time-based restricted stock awards that vested on May 1, 2018 and 6,726 shares of his performance-based restricted stock awards that vested on December 31, 2018. The value of Mr. Chapman’s restricted stock awards, Column E in the table above, is based on the per share market value of our common stock as of April 30, 2018, which was $45.23, for his time-based award of 4,000 shares, and the per share market value of our common stock as of December 31, 2018, which was $30.18, for his performance-based award of 6,726 shares. For the other named executives, the amounts included in Columns D and E reflect performance-based restricted stock awards that vested on December 31, 2017,2018, the value of which is based on the per share market value of our common stock as of December 31, 2017.2018.

3640



PENSION AND SERP BENEFITS
PENSION AND SERP BENEFITS FOR 2017
PENSION AND SERP BENEFITS FOR 2018PENSION AND SERP BENEFITS FOR 2018
NameType of PlanYears of Credited ServicePresent Value of Accumulated BenefitPayments Made in 2017Type of PlanYears of Credited ServicePresent Value of Accumulated BenefitPayments Made in 2018
ABCDEBCDE
Mr. McGrawDefined Benefit Pension Plan23$1,077,124
$—
Defined Benefit Pension Plan23$1,140,397
$—
Mr. WaycasterDefined Benefit Pension Plan18186,561
—
Defined Benefit Pension Plan18230,168
—
Mr. HartSERP102,204,874
—
SERP102,302,434
—
The Bank maintains a tax-qualified defined benefit pension plan, called the Renasant Bank Amended and Restated Pension Plan, under which no participants have been added, no additional benefits have been earned and no additional service has been credited since December 31, 1996. Of our named executives, only Mr. McGraw and Mr. Waycaster participated in and have accrued benefits under the pension plan. Years of credited service included in Column C in the table above reflect service determined as of December 31, 1996; the accumulated benefits included in Column D in the table above reflect the present value, at December 31, 2017,2018, of benefits earned as of December 31, 1996. The benefits of Mr. McGraw and Mr. Waycaster have fully vested, and they have satisfied the age and service conditions necessary for normal or early retirement, as defined in the pension plan.
In connection with our acquisition of Capital in July 2007, we assumed two SERPs for the benefit of Mr. Hart. Mr. Hart has earned and is fully vested in the maximum benefit payable from the SERPs, which is an aggregate annual payment of $155,000, subject to a contractual cost of living adjustment in the amount of 3% each year. Benefits are payable annually for the 15-year period following the termination of Mr. Hart’s employment for any reason, except that he will forfeit his benefits if he is involuntarily terminated by us for cause. Mr. Hart’s transition to chairman of our Middle Tennessee division is not considered a termination of employment under his SERPs.
Information about the valuation methods and assumptions we used to determine the accumulated benefits included under the pension plan and the SERPs reflected in Column D in the table above may be found in Note 14, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2017.2018.
NON-QUALIFIED DEFERRED COMPENSATION
DEFERRED INCOME PLAN

Name
2017 Contributions by Executive2017 Contributions by CompanyAggregate EarningsAggregate DistributionsBalance as of Dec. 31, 20172018 Contributions by Executive2018 Contributions by CompanyAggregate EarningsAggregate DistributionsBalance as of Dec. 31, 2018
ABCDEFBCDEF
Mr. McGraw$10,400
$5,458
$30,027
$—
$747,237
$10,400
$5,458
$32,520
$—
$795,615
Mr. Waycaster1,200
—
3,196
—
83,355
Mr. Chapman—
—
596
—
4,894
—
—
(236)—
4,658
Mr. Waycaster1,200
—
2,973
—
78,959
Mr. Hart—
—
19,396
(12,848)480,546
—
—
19,199
10,283
489,463
Mr. Cochran6,000
—
3,035
—
83,084
6,000
—
3,455
—
92,539
The table above includes information about the participation of our named executives in our Deferred Income Plan, which is a non-qualified voluntary deferral plan under which Messrs. McGraw, Waycaster and Cochran made deferrals during 2017.2018. Messrs. Chapman and Hart did not make deferrals during 2018. Column B in the table above includes the voluntary deferrals made by each participating executive; these amounts are also included in the “Salary” column of the 20172018 Summary Compensation Table. We made a contribution to the Deferred Income Plan for Mr. McGraw, reflected in Column C in the table above, which is also included in the “All Other Compensation” column of the 20172018 Summary Compensation Table. Column D in the table above includes the earnings on plan balances. Earnings in 20172018 for Mr. McGraw, Mr. Chapman,Waycaster, Mr. Waycaster,Chapman, Mr. Hart and Mr. Cochran included “above-market earnings” in the amounts of $7,557, $190, $585, $4,584$5,916, $393, $206, $2,450 and $594,$422, respectively. Above-market earnings are also included in the “Changes in Pension Value and Non-qualified Deferred Compensation Earnings” column of the 20172018 Summary Compensation Table. Column F in the table above is each executive’s balance in the Deferred Income Plan as of December 31, 2017,2018, which is comprised of aggregate deferrals and aggregate earnings over the period of participation, and for Mr. McGraw, our annual contribution to his account, all of which has been reported in the summary compensation

41



tables for 20172018 and prior years. A more complete description of our Deferred Income Plan can be found in the CD&A section under the heading “Features and Objectives of Our 2018 Compensation Program”

37



in the paragraph titled “Benefits and Perquisites.”
DEFERRED STOCK UNIT PLAN

Name
2017 Contributions by Executive2017 Contributions by CompanyAggregate EarningsAggregate DistributionsBalance as of Dec. 31, 20172018 Contributions by Executive2018 Contributions by CompanyAggregate EarningsAggregate DistributionsBalance as of Dec. 31, 2018
ABCDEFBCDEF
Mr. McGraw$7,800
$—
$4,757
$—
$148,125
$7,800
$—
$5,392
$—
$161,317
Mr. Chapman—
—
—
—
—
Mr. Waycaster—
—
85
—
2,265
—
—
94
—
2,359
Mr. Hart—
—
380
—
13,268
—
—
419
—
13,687
Mr. Cochran—
—
871
—
25,062
—
—
960
—
26,022
The table above includes information about the participation of our named executives in our DSU Plan, which is a non-qualified voluntary deferral plan under which Mr. McGraw made deferrals during 2017.2018. Mr. Chapman does not participate in the DSU Plan, and Mr. Morgan was not eligible to participate in the DSU Plan. Amounts deferred under the DSU Plan are invested in units, each representing a share of our common stock. Dividend equivalents are credited as and when cash dividends are paid by us and then notionally reinvested in additional units. Column B in the table above includes voluntary deferrals made by each participating executive during 2017;2018; these amounts are also included in either the “Salary” column or the “Non-Equity Incentive Plan Compensation” column of the 20172018 Summary Compensation Table. Column D in the table above includes the value of dividend equivalents credited during 2017.2018. Column F in the table above is each participating executive’s balance in the DSU Plan as of December 31, 2017,2018, which is the value of the deferred stock units credited to each executive as of such date and any dividend equivalents not yet notionally invested in units, all of which has been reported as compensation in the summary compensation tables for 20172018 and prior years. A more complete description of our DSU Plan can be found in the CD&A section under the heading “Features and Objectives of Our 2018 Compensation Program” in the paragraph titled “Benefits and Perquisites.”
CEO PAY RATIO
General. As required by Section 953(b) of the Dodd-Frank Act, we are providing information about the relationship ofbetween the annual total compensation of our chiefprincipal executive officer, Mr. McGraw, toWaycaster, and the median annual total compensation of our employees. The comparison is based on the compensation we pay our “median employee,” an individual who receives compensation that is greater than one-half of our employees and compensation that is less than one-half, excluding Mr. McGrawWaycaster for this purpose. The comparison is expressed as a ratio, indicating the number of times Mr. McGraw’sWaycaster’s annual total compensation exceeds the annual total compensation of our median employee. For 2017:2018:
Mr. McGraw’sWaycaster’s annual total compensation (including health insurance premiums) was $3,045,515.$2,433,574.

The annual total compensation of our median employee (including health insurance premiums) was $53,882;$57,932; our median employee works in Loan Operationsas a mortgage loan processor at one one of our GeorgiaMississippi locations.

The ratio of Mr. McGraw’sWaycaster’s annual total compensation to the annual total compensation of our median employee was 56.542.0 to 1 (we refer to this ratio as the “CEO pay ratio”).

We had two principal executive officers in 2018 - Mr. McGraw and Mr. Waycaster. In such event, to calculate the CEO pay ratio, SEC rules permit us to use the compensation paid to the individual serving as principal executive officer on the same date that is selected to identify our median employee, which was December 31, 2018 (as discussed below). When this method is used, SEC rules require that we annualize the principal executive officer’s compensation. Mr. Waycaster’s compensation did not increase when he assumed the chief executive officer position, so his actual compensation for 2018 is the same as his annualized compensation.
Identifying our Median Employee. As explained above, our median employee is the individual whose compensation is greater than one-half of our employees and less than one-half, excluding Mr. McGraw. Waycaster. SEC rules require a company to identify its median employee only once every three years unless there is a material change to the company’s employee population or compensation arrangements. We acquired Brand on September 1, 2018, which we concluded resulted in a material change in our employee population for 2018, and we identified a new median employee for

42



purposes of this year’s CEO pay ratio calculations.
To identify the specific individual whom we have considered our median employee:
We first determined our employees as of December 31, 2017.2018. Full-time, part-time, seasonal and temporary employees, and employees who joined us when we completed the MetropolitanBrand acquisition on JulySeptember 1, 2017,2018, were included, but independent contractors, leased employees and similar workers who we do not regularly classify as our employees, were not. On December 31, 2017,2018, our total employee population was 2,155,2,432, and the number of independent contractors, leased employees and similar workers was not material.

We then “ordered” our employees based on a uniform,consistently-applied, representative measure of compensation we selected, which was wages from our payroll records as actually reported in Box 1 of Form W-2 for 2017.total cash compensation paid to each employee. We adjusted the wage informationthese amounts by annualizing the compensation for full-time and part-time individuals who were employed on December 31, 20172018 but did not work the entire year, including former MetropolitanBrand employees who joined us when we completed the acquisition. No full-time equivalent adjustments were made for part-time individuals.

38


individuals, and we did not annualize the compensation of any temporary or seasonal employees.

Calculation of the CEO Pay Ratio. The CEO pay ratio compares the annual total compensation of Mr. McGrawWaycaster to the annual total compensation of our median employee. For this comparison, we are required to calculate Mr. McGraw’sWaycaster’s “annual total compensation” as the amount we reported in the “Total” column of the 20172018 Summary Compensation Table above, which we elected to increase by the value of the insurance premiums we paid for coverage under our medical and dental plans in the amount of $7,252.$6,539.
We calculated the annual total compensation of our median employee “as if” the amount would be reported in the “Total” column of the 20172018 Summary Compensation Table, also increased by the value of the insurance premiums we paid for coverage under medical and dental plans in the amount of $5,285.$7,488. This amount is different (greater) than the amount reported toof our median employee in Box 1 of Form W-2employee’s total cash compensation because it includes some non-taxablenon-cash items, such as the value of our contributions to the 401(k) plan, premiums we pay for life and long-term disability insurance, as well as premiums we pay for medical and dental insurance.plan. We calculated the annual total compensation of our median employee on this basis because it permits us to more accurately compare the total compensation received by this employee to the total compensation of Mr. McGraw.Waycaster.

PAYMENTS AND RIGHTS ON TERMINATION OR CHANGE IN CONTROL
General. Our named executives may receive compensation in the event of termination of employment. The compensation is payable under the terms of the employment agreements we have entered into with each of our named executives and under individual awards made under the LTIP. The amount, nature and availability of compensation generally depends upon the circumstances of termination, which may include:
Termination by the Company for cause;

Retirement or other voluntary termination;

Death or disability;

Termination by the Company without cause or a named executive’s constructive termination;

Termination in connection with a change in control; or

The expiration of an employment agreement.

More information about the compensation our named executives may receive in each of these circumstances is below. The amount of compensation included in the tables below is based on the stated assumptions; it is important to note that the actual compensation received by an executive will be contingent upon a number of factors that are presently indeterminable, such as the date of termination, the circumstances giving rise to termination, base salary at the time of termination, the performance of the Company in the year of termination, the specific terms of any employment agreement in effect at the time of termination, and the specific terms of any individual grant or award made under our PBRP and LTIP. The descriptions below are based on our existing agreements in effect as of December 31, 2018, which may be different at the time of an executive’s termination; alternatively, an executive and the Company might negotiate an agreement that is different from the terms of an existing agreement.termination.

43



Employment Agreements. The Company entered into employment agreements with Messrs. McGraw and Hart, effective as of January 1, 2008 and July 1, 2007, respectively. Both Mr. McGrawrespectively, and Mr. Hart have entered intoeach of these agreements was amended in 2018 to reflect our succession plans. These amendments that will be effective as of May 1, 2018. Some aspects of the amendments are described below; additional information may be foundreduced base salary and resulted in the CD&Aunder the heading “Features of our Compensation Program”corresponding reductions in the paragraph titled “Employment Agreements.”
certain benefits and other amounts. Effective as of January 1, 2016, the Company entered into employment agreements with Messrs. Chapman, Waycaster, and Cochran. The agreements of Messrs. Chapman and Waycaster have beenCochran, which were amended, effective January 1, 2018, to increase the amount payable in the event of a change in control.control or qualifying separation. We entered into an employment agreement with Mr. Morgan, effective as of September 1, 2018, in connection with our acquisition of Brand. More information about the amendmentsthese agreements is provided below and may be found in the CD&Aunder the heading “Features of our Compensation Program” in the paragraph titled “Employment Agreements.”below.
Unconditional Payments. Regardless of the circumstances of his termination, each of our named executives will receive certain unconditional payments, including (1) earned base salary, (2) any cash bonus for a fiscal year proceeding the year in which the termination occurs that has not been paid and (3) vested account balances maintained in our 401(k) plan, pension plan and non-qualified deferred compensation plans. More information about these plans may be found in the CD&A and in the descriptions following the 20172018 Summary Compensation Table. We have not otherwise described or quantified these amounts below.

39



Restrictive Covenants. As consideration for the payments that are described below, each of our named executives has agreed to certain restrictive covenants limiting their activities after separation from employment, generally as follows:
Each executive may not solicit our customers and depositors or our employees for two years following his separation for any reason, except for Mr. Hart, whose covenant has a one-year duration.

Each executive is subject to a non-competition restriction that begins at the time of his separation. The duration of the restriction is two years for Mr. McGraw and one year for Mr. Hart. The duration of the restriction for Messrs. Waycaster, Chapman, WaycasterCochran and CochranMorgan is two years for separation following a change in control and one year following other types of separation.

Each executive must protect our confidential information and trade secrets indefinitely.

Termination by the Company for Cause. Under the employment agreements with our named executives, no benefits or payments vest or become payable if we terminate the executive for cause, except for the unconditional payments described above or as may be required by law. Certain vested benefits may be forfeited in the event of our termination of employment for cause, including vested options and Mr. Hart’s SERPs. Generally, “cause” includes an executive’s: (1) commission of willful misconduct materially injurious to us, including the improper disclosure of our confidential information; (2) indictment for a felony or a crime involving moral turpitude; (3) willful failure to perform the duties of his position with us; (4) breach of an applicable code of conduct, code of ethics or similar rules adopted by us; (5) a material violation of applicable securities laws, including the Sarbanes-Oxley Act of 2002; or (6) the willful breach of his employment agreement that is not cured after notice.
Retirement or Other Voluntary Termination. A named executive is considered “retired” when he voluntarily separates from employment without cause on or after age 55 and after completing at least ten years of service.service with Renasant. As of December 31, 2017,2018, Mr. McGraw, Mr. Waycaster, Mr. Hart and Mr. WaycasterCochran had attained age 55 and could retire. Except as provided below and the unconditional payments described above, we do not provide our executives with any specific retirement payments or benefits:
For eligible employees employed by the Company as of December 31, 2004, including their eligible dependents, we provide access to retiree medical benefits until age 65, and we pay a portion of the premium; only Messrs. McGraw andMr. Waycaster areis covered under the plan. If Mr. McGraw had retired as of December 31, 2017, his spouse would receive contributions towards the cost of retiree coverage until she reaches age 65 in an approximate amount of $3,194; if Mr. Waycaster had retired as of December 31, 2017,2018, he would receive contributions towards retiree coverage in an approximate amount of $7,509,$7,375, representing contributions for Mr. Waycaster and his spouse.

If a named executive retires during our fiscal year, he will receive his annual cash bonus under the PBRP, to the extent that applicable performance measures are achieved during the fiscal year in which his retirement occurs, prorated to reflect his period of service before retirement.

If a named executive retires during our fiscal year, he will receive his performance-based restricted stock award at the end of the applicable performance cycle, to the extent that applicable performance measures are achieved during the performance cycle, in which his retirement occurs, subject to proration to reflect his period of service before retirement.

44




Time-based restricted stock awards will be prorated and vest based on actual service during the vesting period.prior to retirement and vest.

If a named executive voluntarily terminates his employment before retirement, he receives no specific payments or benefits, other than the unconditional payments described above and benefits that may be required by law.
Death or Disability. If a named executive dies or becomes disabled while employed by us, he will receive the unconditional payments described above and one or more of the following:
In the eventFor all of death,our officers, including our named executives, we provide life insurance proceeds payableprotection in an amount equal to our executives under250% of each officer’s base salary, subject to medical underwriting if the group policy maintained by the Bank that exceed the coverage we provide to our eligible employees. The tables below provide the face amount of the excess coverage.coverage exceeds $600,000.
Our
Each of our named executives, other than Mr. McGraw, will receive a cash bonus under the PBRP, to the extent that applicable performance measures are achieved during the applicable performance cycle in which his death or disability occurs, prorated to reflect the period of his service.service before death or disability. Mr. McGraw will receive the amount of his target bonus, which was $640,000 as of December 31, 2017, prorated to reflect his period of service.

40



For our named executives, other than Mr. McGraw, each executive’s performance-based restricted stock award will vest at the end of the applicable performance cycle to the extent that the performance goals have been satisfied,measures are acheived, subject to proration for service rendered before his death or disability. Mr. McGraw will receive his target award at the time of his death or disability, which was 15,000 shares for 2017, prorated to reflect his period of service.service during the applicable performance cycle.

Each executive’s time-based restricted stock award will be prorated for service rendered before his death or disability and vest.

Messrs. McGraw and Waycaster, who participate in our Deferred Income Plan, will receive a preretirement death benefit which is a cash payment in the event either should die while employed by us.

Involuntary Termination Without Cause or Constructive Termination. Under our employment agreement with Mr. McGraw, if he is involuntarily terminated by us without cause or in the event of his constructive termination:termination, he will receive the unconditional payments described above and:
He will receive a cash payment equal to two times his annualized base salary and the amount of his target bonus;

His performance-based restricted stock awardawards, which will vest at target, or 15,000 shares for 2017;target;

His time-based restricted stock award, consisting of 15,000 shares for 2017,which will vest and be prorated based upon his period of serviceservice; and vest; and

We will pay premiums for the period of continuation coverage available to him and his eligible dependents under Section 4980B of the Internal Revenue Code, commonly referred to as “COBRA.”
Under our employment agreement with Mr. Hart, if he is involuntarily terminated by the Company without cause or in the event of his constructive termination he will receive:
A cash payment equal to his annualized base salary and target bonus;
We will pay the COBRA continuation premiums for Mr. Hart and his eligible dependents for a maximum of 18 months;
The amount of his performance-based restricted stock award will be determined at the end of the performance cycle and prorated to reflect service prior to his termination.
Under our employment agreements with Messrs. Waycaster, Chapman, WaycasterHart, Cochran and Cochran,Morgan, if any of them is involuntarily terminated by us without cause or in the event of a constructive termination, he will receive:receive the unconditional payments described above and:
A cash payment equal to his annualized base salary for the remainder of the current term of the agreement, but not less than 12 months; Mr. Hart will receive his annualized base salary;

His target bonus prorated to reflect service during the performance cycle prior to his termination; Mr. Hart's target bonus is not subject to proration;
We will pay COBRA continuation coverage premiums for the executive and his eligible dependents for a maximum period of 18 months;
The amount of hisHis performance-based restricted stock awardawards, which will be determined at the end of the performance cycle and prorated to reflect his service prior to his termination; and
The amount of his
His time-based restricted stock award, which will be prorated to reflect his service prior to his termination and vest.vest; and

COBRA continuation coverage premiums for the executive and his eligible dependents for a maximum period

45



of 18 months.

The employment agreement for each of our named executives includes substantially the same definition of “constructive termination”: (1) a material reduction in the executive’s base salary or his authority, duties or responsibilities; (2) our material breach of the terms of the agreement; (3) an attempt to require the executive to engage in an illegal act (or to illegally fail to act); or (4) the relocation of the executive more than 30 miles from where he currently works.works (50 miles for Mr. Morgan). Upon the occurrence of an event constituting a constructive termination, the executive must promptly provide notice to us, and we must be provided a reasonable opportunity to “cure” the constructive termination event. If we fail to reasonably cure the event, the executive must promptly separate from employment thereafter.
Change in Control. All change in control payments under our employment agreements are contingent on a “double trigger,” which requires both the consummation of a change in control and a subsequent termination of employment

41



during the 24-month period following the change in control. The termination of employment must be by us without cause or a constructive termination initiated by an executive. The term “change in control” generally refers to: (1) the acquisition by an unrelated person of not less than 50% of our common stock; (2) the sale of all or substantially all of our assets; (3) a merger in which we are not the surviving entity; or (4) a change in a majority of the members of our board of directors that occurs within a specified period. Our employment agreements provide for the following cash payments in the event of a change in control:
CASH PAYMENTS
CHANGE IN CONTROL PROVISIONS
 
Mr. McGraw(1)
Mr. Waycaster
Mr. Chapman(2)
Mr. Waycaster(2)
Mr. Hart(1)
Mr. CochranMr. Morgan
Cash Payment2.99 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control2.0 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control2.0 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control2.99 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control2.02.5 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control2.99 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control2.5 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control2.5 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control
Premium Payments During COBRA continuation periodMaximum of 18 months for each executive and his eligible dependents
Tax Gross UpProvidedNone; subject to cutbackNone, subject to cutbackBest net provisionNone,all payments subject to cutback
(1)Mr. McGraw's and Mr. Hart's respective employment agreements have been amended. As of May 1, 2018 Mr. McGraw's gross-up provision and Mr. Hart's best net provision will be eliminated. Thereafter, change in control payments will be subject to cutback to the same extent as provided in the employment agreements for Messrs. Chapman, Waycaster and Cochran.
(2)Effective as of January 1, 2018, Mr. Waycaster's cash payment will be 2.99 times his base salary and average bonus, and Mr. Chapman's cash payment will be 2.5 times his base salary and average bonus.
Excess compensation payable on account of a change in control may constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code, referred to as “Section 280G.” Parachute payments subject the recipient to a 20% excise tax and cause the loss of our Federal income tax deduction. Our named executives are (or Messrs. McGraw and Hart will be as of May 1, 2018)all subject to cutback provisions, which would reduce any compensation due on account of a change in control to the extent necessary to avoid the imposition of the excise tax and the loss of deduction.
In addition to the cash payments described above, our LTIP provides with respect to restricted stock awards that: (1) performance goalsmeasures will be deemed satisfied at the target level;level and (2) all awards will vest as scheduled, with accelerated vesting applicable only in the event of involuntary termination without cause or a constructive termination, either occurring within the 24-month period following a change in control.control.
Expiration of Employment Agreement. The employment agreements with each of our named executives will expire when either party gives timely notice to the other that the agreement will not be renewed. As described below, our agreements with Messrs. McGraw, Chapman, Waycaster and Cochranour named executives may provide for the payment of compensation in such event.the event of expiration.
If Mr. McGraw’s employment agreement expires and his employment ceases, he will receive his target bonus for the year of expiration, and restricted stock awards will vest and be awarded in amounts determined as if he had retired.

If before January 1, 2021, we provide notice of non-renewal to any of Messrs. Chapman, Waycaster or Cochran and his employment then ceases, he will receive the compensation and benefits due in the event of a constructive termination, as described above. If we provide notice of non-renewal after January 1, 2021, or if either of Messrs. Chapman, Waycaster or Cochran provides notice of non-renewal at any time, no additional amount is due under the agreement. Mr. Morgan’s employment agreement has a similar provision, except that the date after which our notice of non-renewal no longer entitles him to compensation is August 31, 2023.

4246




Potential Payments at Termination or Change in Control. The following tables set forth the value of post-employment payments that are not generally available to all employees or to all officers, determined as of December 31, 2017.2018. The tables do not include the value of unconditional payments, including the value of Mr. Hart’s SERPs, under which the maximum benefit was vested as of December 31, 2017,2018, and account balances in our non-qualified deferred compensation plans.plans, which are also vested. We have included amounts payable under our employment agreements and LTIP awards for death, disability, death, termination without cause/constructive termination, termination in connection with a change in control and payments due on the expiration of an employment agreement,agreement. Unless otherwise noted, amounts included in each case determinedthe tables below are based on the following:
For payouts under the PBRP, we have included the actual payout for 2018, regardless of the reason for the payout.
For one-year time-based restricted stock awards, we have included the full value of the award, regardless of the reason for payout. For three-year time based restricted stock awards, we have included the value of a prorated award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2017. On2018, and we have included the full value of three-year time based awards.
For one-year performance-based restricted stock awards, we have included the actual payout determined at the end of the performance cycle, December 31, 2018, except that date,we have included the closing pricetarget payout in the event of a change in control. For three-year performance-based restricted stock awards, we have assumed a payout at target and prorated the award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2018; payouts are reported at target.
The value of our common stock on December 31, 2018 was $40.89.$30.18 per share.
Mr. McGraw                                                     


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(3)

Expiration of Agreement
Cash Payments(1)$728,700
$728,700
$2,328,700
$4,153,440
$728,700
$493,662
$493,662
$1,727,816
$4,703,028
$493,662
Awards of performance-based restricted stock(2)647,861
647,861
647,861
647,861
647,861
422,520
422,520
603,600
603,600
422,520
Awards of time-based restricted stock613,350
613,350
613,350
613,350
613,350
392,340
392,340
392,340
392,340
392,340
COBRA Premiums (18 months)—
—
18,542
18,542
—
—
—
—
—
—
Life Insurance—
—
—
—
—
Death Benefit—
1,001,936
—
—
—
—
1,001,936
—
—
—
Total$1,989,911
$2,991,847
$3,608,453
$5,433,193
$1,989,911
$1,308,522
$2,310,458
$2,723,756
$5,698,968
$1,308,522
(1)
In the event of death or disability, Mr. McGraw would receive a payout of his target bonus under the PBRP and his performance-based restricted stock awards at the target level, each prorated to reflect his period of service during the applicable performance cycle.
(2)In the event of termination without cause or a constructive termination, Mr. McGraw would receive a payout of his target shares.
(3)As of December 31, 2017, Mr. McGraw's gross up would not be triggered because his aggregate "parachute payments" would not reach his Section 280G threshold amount. As of May 1, 2018, Mr. McGraw's gross up provision will be eliminated,McGraw would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would be subject to reduction for amounts in excess ofexceed the threshold determined under Section 280G.







47



Mr. Waycaster                                                       
 


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement
Cash Payments$752,575
$752,575
$1,382,575
$3,529,673
$1,382,575
Awards of performance-based restricted stock379,936
379,936
379,936
452,700
379,936
Awards of time-based restricted stock281,680
281,680
281,680
281,680
281,680
COBRA Premiums (18 months)—
—
20,166
20,166
20,166
Death Benefit—
337,725
—
—
—
Total$1,414,191
$1,751,916
$2,064,357
$4,284,219
$2,064,357
(1)As of December 31, 2018, Mr. Waycaster would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.
Mr. Chapman                                                      


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement
Cash Payments$238,886
$238,886
$663,886
$1,229,390
$663,886
$425,563
$425,563
$900,563
$2,018,061
$900,563
Awards of performance-based restricted stock172,760
172,760
172,760
172,760
172,760
253,291
253,291
253,291
301,800
253,291
Awards of time-based restricted stock258,970
258,970
258,970
797,355
258,970
316,890
316,890
316,890
316,890
316,890
COBRA Premiums (18 months)—
—
38,734
38,734
38,734
—
—
37,636
37,636
37,636
Life Insurance—
—
—
—
—
Total$670,616
$670,616
$1,134,350
$2,238,239
$1,134,350
$995,744
$995,744
$1,508,380
$2,674,387
$1,508,380
(1)
As of January 1,December 31, 2018, Mr. Chapman would receive a cash payment calculated as 2.5 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.
Mr. WaycasterHart                                                     


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement
Cash Payments$348,410
$348,410
$858,410
$1,533,941
$858,410
$166,297
$166,297
$611,774
$1,057,840
$—
Awards of performance-based restricted stock215,981
215,981
215,981
215,981
215,981
143,234
143,234
143,234
160,950
—
Awards of time-based restricted stock163,560
163,560
163,560
347,565
163,560
88,518
88,518
88,518
88,518
—
COBRA Premiums (18 months)—
—
20,671
20,671
20,671
—
—
9,713
9,713
—
Life Insurance—
400,000
—


—
Death Benefit—
337,725
—
—
—
Total$727,951
$1,465,676
$1,258,622
$2,118,158
$1,258,622
$398,049
$398,049
$853,239
$1,317,021
$—
(1)
As of January 1,of December 31, 2018, Mr. WaycasterHart would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.


43





48



Mr. HartCochran                                                         


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement
Cash Payments$201,487
$201,487
$709,487
$2,056,939
$—
$298,641
$298,641
$698,641
$1,669,266
$698,641
Awards of performance-based restricted stock345,561
345,561
345,561
345,561
—
202,639
202,639
202,639
241,440
202,639
Awards of time-based restricted stock—
—
—
—
—
226,350
226,350
226,350
226,350
226,350
COBRA Premiums (18 months)—
—
10,020
10,020
—
—
—
31,041
31,041
31,041
Stock Options—
—
—
—
—
Life Insurance—
—
—
—
—
Total$547,048
$547,048
$1,065,068
$2,412,520
$—
$727,630
$727,630
$1,158,671
$2,168,097
$1,158,671
(1)
As of December 31, 2017, Mr. Hart‘s best net provision would not be triggered because his aggregate "parachute payments" would not reach his Section 280G threshold amount. As of May 1, 2018, Mr. Hart's best net provision will be eliminated,Cochran would receive a cash payment calculated as 2.5 times his base salary and average bonus, subject to reduction in the event his aggregate payments would be subject to reduction for amounts in excess ofexceed the threshold determined under Section 280G.
Mr. CochranMorgan                                                         
 


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control

Expiration of Agreement
Cash Payments$236,772
$236,772
$611,772
$1,119,466
$611,772
Awards of performance-based restricted stock172,760
172,760
172,760
172,760
172,760
Awards of time-based restricted stock149,930
149,930
149,930
306,675
149,930
COBRA Premiums (18 months)—
—
31,915
31,915
31,915
Stock Options—
—
—
—
—
Life Insurance—
—
—
—
—
Total$559,462
$559,462
$966,377
$1,630,816
$966,377
 


Disability


Death
Termination Without Cause/Constructive Termination


Change in
Control(1)

Expiration of Agreement
Cash Payments$130,950
$130,950
$580,950
$1,452,375
$580,950
COBRA Premiums (18 months)—
—
29,001
29,001
29,001
Total$130,950
$130,950
$609,951
$1,481,376
$609,951
(1)As of December 31, 2018, Mr. Morgan would receive a cash payment calculated as 2.5 times his annual base salary ($450,000) and bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.

4449



REPORT OF THE AUDIT COMMITTEE
The information provided in this section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to its proxy regulations or to the liabilities of Section 18 of the Exchange Act. The information provided in this section shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
The audit committee oversees our financial reporting process on behalf of the board of directors. Management has the primary responsibility for the preparation, consistency and fair presentation of the financial statements, the accounting and financial reporting process, the systems of internal control, and the procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is also responsible for its assessment of the design and effectiveness of our internal control over financial reporting. Our independent registered public accountants are responsible for performing an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB, to obtain reasonable assurance that our consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of the financial statements of the Company with U.S. generally accepted accounting principles. The internal auditors are responsible to the audit committee and the board of directors for testing the integrity of the financial accounting and reporting control systems and such other matters as the audit committee and the board of directors determine.
In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management the audited financial statements of the Company as of and for the year ended December 31, 20172018 and management’s assessment of the design and effectiveness of our internal control over financial reporting as of December 31, 2017.2018. The discussion addressed the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
The committee reviewed and discussed with the independent registered public accountants their judgments as to the quality of our accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards including, without limitation, the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU §380), as adopted by the PCAOB in Rule 3200T (now codified as Auditing Standards No. 1201,1301, Communications with Audit Committees). In addition, the committee received the written disclosures and the letter from the independent registered public accountants required by applicable requirements of the PCAOB regarding the independent registered public accountants’ communications with the audit committee concerning independence, discussed with the independent registered public accountants their independence from management and the Company, and considered the compatibility of non-audit services with such independence.
The committee discussed with our internal auditors and independent registered public accountants the overall scope and plans for their respective audits. The committee met with the internal auditors and independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The committee held 1718 meetings during 2017.2018.
In reliance upon the reviews and discussions referred to above, the audit committee recommended to the board of directors (and the board has approved) that the audited financial statements and the report on management’s assessment of internal control over financial reporting be included in our Annual Report on Form 10-K for the year ended December 31, 20172018 for filing with the Securities and Exchange Commission.
Audit Committee:
John T. Foy, Chairman Hollis C. Cheek
Frank B. BrooksMarshall H. Dickerson, Vice Chairman
Jill V. DeerConnie L. Engel
J. Niles McNeel Michael D. Shmerling
February 26, 201827, 2019


4550



INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The audit committee has appointed HORNE LLP to serve as our independent registered public accountants for the 20182019 fiscal year. A representative of HORNE LLP is expected to attend the annual meeting. If present, the representative will have the opportunity to make a statement and will be available to respond to appropriate questions. HORNE LLP has served as our independent registered public accountants and audited our financial statements since 2005.
Fees related to services performed for us by HORNE LLP with respect to fiscal years 20172018 and 20162017 are as follows:
2017 20162018 2017
Audit Fees(1)
$786,000 $697,666$814,900 $786,000
Audit-related Fees(2)
35,050 157,53636,100 35,050
Tax Fees— —— —
All Other Fees— —— —
Total$821,050 $855,202$851,000 $821,050
(1)
Audit fees included fees and expenses associated with the audit of our annual financial statements, the reviews of the financial statements in our quarterly reports on Form 10-Q and regulatory and statutory filings.
(2)
Audit-related fees primarily included fees and expenses associated with the audits of the financial statements of certain employee benefit plans and other required procedures.
In accordance with the procedures set forth in its charter, the audit committee pre-approves all auditing services and permitted non-audit services (including the fees and terms of those services) to be performed for us by our independent registered public accountants prior to their engagement with respect to such services, subject to the de minimis exceptions for non-audit services permitted by the Exchange Act, which are approved by the audit committee prior to the completion of the audit. For fiscal years 20172018 and 2016,2017, none of the fees listed under Audit-related Fees were covered by the de minimis exception. The chairman of the audit committee has been delegated the authority by the committee to pre-approve the engagement of the independent registered public accountants when the entire committee is unable to do so. The chairman must report all such pre-approvals to the entire audit committee at the next committee meeting.


46
51



VOTING YOUR SHARES
RECORD DATE; SHARES OUTSTANDING
The board of directors has fixed the close of business on Friday, February 23, 2018,22, 2019, as the record date for our annual meeting. Only shareholders of record on that date are entitled to receive notice of and vote at the annual meeting. As of the record date (February 23, 2018)22, 2019), our only outstanding class of securities was common stock, $5.00 par value per share. On that date, 150,000,000 shares were authorized, of which 49,377,19758,569,904 shares were outstanding and were held by approximately 13,144 shareholders of record.13,889 shareholders.
VOTING
Each share is entitled to one vote on each matter considered at the meeting. A shareholder may vote by proxy, whether or not he or she attends the annual meeting. Shareholders may vote by proxy:
Using the internet, at www.envisionreports.com/RNST. To vote via the internet, you will need the control number that is included on your proxy card or in the Notice.
Using a toll free telephone number, at 1-800-652-VOTE (8683). You will need the control number that is included on your proxy card or in the Notice.
By completing and mailing your proxy card to the address included on the card, if you received a paper copy of the proxy statement and proxy card.
On March 15, 2018, we mailed the Notice to our institutional and other shareholders who previously elected to receive our proxy materials over the Internet, and we mailed this proxy statement, including a proxy card, to our individual shareholders. The Notice or proxy card may be used to locate the control number you will need for proxy voting.
A shareholder may also vote in person by ballot at the meeting (onlyonly if you are a record holder or you obtain a broker representation letter from your bank, broker or other record holder and you bring proof of your identity to the meeting). meeting.
If you would like to attend the annual meeting in person and need driving directions, please contact Kevin D. Chapman, our Chief Financial Officer, by e-mail to KChapman@renasant.com or by phone at (662) 680-1450.
QUORUM
A “quorum” must be present to hold our annual meeting. The presence, in person or by proxy, of a majority of the votes entitled to be cast at the annual meeting is a quorum. Once shares are represented for any purpose at the annual meeting, they are considered present for purposes of determining whether a quorum is present for the remainder of the meeting and for any adjournment, unless a new record date is set for the adjourned meeting.
HOW VOTES ARE COUNTED
Proxies. The shares voted by proxy will be voted as instructed at the annual meeting, including any adjournments or postponements of the meeting. If a signed proxy card is returned with no voting instructions, the proxy holders will exercise their discretionary authority to vote the shares represented by the proxy as follows:
“FOR” the election of nominee Connie L. Engel as a Class 1 director;

“FOR” the election of nominees Donald Clark,John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., Albert J. Dale, III, John T. FoyE. Robinson McGraw and C. Mitchell WaycasterSean M. Suggs as Class 12 directors;

“FOR” the adoption of the non-binding advisory resolution approving the compensation of our named executive officers; and

“FOR” the ratification of the appointment of HORNE LLP as our independent registered public accountants for 2018.2019.

Street Name. For shares held in a broker’s name (sometimes called “street name” or “nominee name”), you must provide voting instructions to theyour broker. If you do not provide voting instructions, the shares will not be voted on any matter for which the broker does not have discretionary authority to vote (these are generally non-routine matters). A vote that is not cast because instructions are not provided is called a “broker non-vote.” We will treat broker non-votes as shares present for purposes of determining whether a quorum is present, but we will not consider broker non-votes present for purposes of calculating the vote on a particular matter, nor will we count them as a vote FOR or AGAINST

4752



a matter or as an abstention on the matter. The ratification of our appointment of our independent registered public accountants is generally considered a routine matter for broker voting purposes, but neither the election of directors nor the adoption of the non-binding advisory resolution approving our executive compensation is considered routine.
Abstention. Under Mississippi law, an abstention by a shareholder either present in person at the annual meeting or represented by proxy is not a vote “cast” and is not counted “for” or “against” the matter subject to the abstention.
REQUIRED VOTE FOR EACH PROPOSAL
Directors are elected by plurality vote. Candidates in each class up for election who receive the highest number of votes cast, up to the number of directors to be elected in that class, are elected. For all other proposals, the affirmative vote of a majority of the votes cast is required for approval or ratification.
The board has adopted a “majority voting” policy that applies in an uncontested election of directors. Under this policy, any nominee for director who receives a greater number of “withhold” votes from his or her election than votes “for” election, although still elected as a director, must promptly tender his or her resignation. The board will then determine whether to accept the resignation, and the board’s decision will be publicly disclosed. This policy does not apply in contested elections. For moreMore information about our majority voting policy seeis set forth below in the “Proposals” section below under the heading “Proposal 1 - Election of FourOne Class 1 DirectorsDirector.”
SHARES HELD BY RENASANT 401(K) PLAN
On the record date, the Renasant 401(k) plan held an aggregate of 836,264805,068 shares, or 1.69%1.37%, of our common stock. If an account in the Renasant 401(k) plan is invested in common stock, those shares are voted by the owner of the account providing instructions to the plan’s trustee, Renasant Bank, who acts as the proxy and votes the shares. If voting instructions are not timely furnished, the trustee votes in a manner that “mirrors” how shares for which it has received instructions are voted.
SOLICITATION AND REVOCATION OF PROXIES
Solicitation. Our board of directors is soliciting your proxy. Our directors, officers and employees may solicit proxies by telephone, mail, facsimile, via the Internetinternet or by overnight delivery service. The Company bears the cost of proxy solicitation; individuals who are directors,, officers and employees do not receive separate compensation for their services. We have also engaged our transfer agent, Computershare Inc., to assist in our solicitation of proxies; we do not pay additional compensation to Computershare Inc. for this service. We also reimburse banks, brokerage firms and other persons representing beneficial owners of our common stock for reasonable expenses incurred to forward proxy materials to our beneficial owners.
Revocation. A proxy may be revoked at any time before it is voted. To revoke a proxy:
Provide written notice to our Secretary before the annual meeting;

Provide a subsequent proxy either by telephone or on the Internet; orinternet;

Deliver a signed proxy card dated later than a previous proxy; or

Appear in person and vote at the annual meeting, if you are the record owner of our stock or you obtain a broker representation letter from your bank, broker or other record holder of our common stock.

Written notice of the revocation of a proxy should be delivered to the following address:
Renasant Corporation
Attn: Secretary
209 Troy Street
Tupelo, Mississippi 38804-4827
Any change to voting instructions previously provided to the trustee of our 401(k) plan must be received at least one business day before the meeting to be given effect.

4853



PROPOSALS
PROPOSAL 1 - ELECTION OF FOURONE CLASS 1 DIRECTORSDIRECTOR
The fourEffective as of the completion of our acquisition of Brand, the size of the board was increased by one, and Connie L. Engel was appointed as a Class 1 directorsdirector to be elected atfill this vacancy. Under our bylaws, the term of a director appointed to fill a vacancy ends as of the next annual meeting will serveof shareholders. The board has nominated Connie L. Engel for election as a three-yearClass 1 director for a two-year term, or until the 2021 annual meeting. The board has nominated Donald Clark, Jr., Albert J. Dale, III, John T. Foy and C. Mitchell Waycaster for election asmeeting, so that her term of office coincides with the term of office of our other Class 1 directors.
Class 1 Directors.Director. Biographical information about each nominee for electionConnie L. Engel may be found in the section “Board Members and Compensation” under the heading “Members of the Board of Directors.” If for any reason a nomineeMs. Engel is not available as a candidate for director, an event that the board of directors does not anticipate, the proxy holders will vote, in their discretion, for another candidate nominated by the board.
Required Vote; Majority Voting Policy. Directors are elected by a plurality vote; the nominees in each class who receive the highest number of votes cast, up to the number of directors to be elected in that class, are elected.
The board has adopted a “majority voting” policy. Under this policy, which applies only in an uncontested election of directors, any nominee for director who receives a greater number of “withhold” votes for his or her election than votes “for” such election, although still elected to the board, must promptly tender to the board his or her resignation as a director, whichdirector. This resignation will become effective upon acceptance by the board. If any resignation is tendered under these circumstances, our nominating committee must consider the resignation and make a recommendation to the board as to whether to accept or reject the director’s resignation. No later than 90 days after the shareholders meeting that resulted in a director being required to submit his or her resignation, the board must consider the recommendation of the nominating committee and act on such resignation.
Both the committee’s recommendation and the board’s decision with respect to a tendered resignation may include a range of alternatives, including acceptance of the resignation, rejection of it or rejection of it coupled with a commitment to address and cure the reasons believed to underlie the “withhold” votes. All relevant factors may be considered by the nominating committee and the board in evaluating whether to accept or reject a director’s resignation. These factors may include the reasons given by shareholders for the “withhold” vote, if known, and the impact on our compliance with SEC and Nasdaq rules and regulations if the director were to no longer serve on the board and the committees on which he or she serves. The director at issue may not participate in the committee’s and the board’s deliberations. The board’s decision will be disclosed in a Current Report on Form 8-K furnished to the SEC promptly after the board arrives at a decision regarding whether to accept or reject the director’s resignation (with the reason(s) for rejecting the resignation, if applicable).
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF
DONALD CLARK, JR., ALBERT J. DALE, III, JOHN T. FOY AND C. MITCHELL WAYCASTERCONNIE L. ENGEL AS A CLASS 1 DIRECTORSDIRECTOR TO THE BOARD OF DIRECTORS.
PROPOSAL 2 - ELECTION OF FIVE CLASS 2 DIRECTORS
The board has nominated John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., E. Robinson McGraw and Sean M. Suggs for election as Class 2 directors. The five Class 2 directors to be elected at our annual meeting will serve a three-year term, or until the 2022 annual meeting, subject, in the case of Mr. McGraw, to his receipt of a waiver from our board of the requirement under our retirement policy that he resign from the board as of our 2020 annual meeting because he has reached age 72.
Class 2 Directors. Biographical information about each nominee for election may be found in the section “Board Members and Compensation” under the heading “Members of the Board of Directors.” If for any reason a nominee is not available as a candidate for director, an event that the board of directors does not anticipate, the proxy holders will vote, in their discretion, for another candidate nominated by the board.
Required Vote; Majority Voting Policy. The information regarding the required vote for the election of directors and our majority voting policy in “Proposal 1 - Election of One Class 1 Director” immediately above applies to this proposal as well.

54



OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF JOHN M. CREEKMORE, JILL V. DEER, NEAL A. HOLLAND, JR., E. ROBINSON MCGRAW AND SEAN M. SUGGS AS CLASS 2 DIRECTORS TO THE BOARD OF DIRECTORS.

PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION
Advisory Vote. Our board is seeking advisory shareholder approval of the compensation we pay to our named executive officers. This vote, called “say-on-pay,” is required by the Dodd-Frank Act and by Section 14A of the Exchange Act. We hold say-on-pay votes annually. For 2017,2018, we are asking our shareholders to vote on the following resolution:
RESOLVED, that the shareholders of Renasant Corporation hereby approve the compensation paid to the named executive officers of Renasant Corporation as disclosed in this proxy statement pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission (which disclosures include the Compensation Discussion and Analysis, the compensation tables and any related narrative disclosures)narrative).
Our compensation program is based on a design that rewards the attainment of performance goalsmeasures that align the interestinterests of our executives and shareholders and that provides competitive fixed compensation intended to enhance employee retention and achieve strategic goals. The relationship of our compensation program to the creation of shareholder value is illustrated above in the “Proxy Summary” section. The specific decisions made by our compensation committee for 20172018 are summarized in detail in the CD&A and in compensation tables and related disclosures that follow the CD&A. We urge our shareholders to review these sections before deciding how to vote on this proposal.
As an advisory vote, this proposal is not binding, but our board and compensation committee will review the results as they continue to evaluate and modify our compensation program.

49



Required Vote. The affirmative vote by a majority of the votes cast at the annual meeting is required for the approval of the above resolution. Abstentions and broker non-votes will not be counted as votes cast for or against the proposal.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
PROPOSAL 34 - RATIFICATION OF THE APPOINTMENT OF HORNE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 20182019
Ratification. We are asking our shareholders to ratify the audit committee'scommittee’s selection of HORNE LLP as our independent registered public accountants for 2018.2019. Although current law, rules and regulations, as well as the charter of the audit committee, require the audit committee to engage, retain and supervise our independent registered public accountants, we view the selection of the independent registered public accountants as an important matter of shareholder concern and thus are submitting the selection of HORNE LLP for shareholder ratification as a matter of good corporate practice.
Required Vote. The affirmative vote by a majority of the votes cast at the annual meeting is required for the ratification of the appointment of HORNE LLP as our independent registered public accountants for 2018.2019. If our shareholders fail to ratify this appointment, the audit committee will reconsider whether to retain HORNE LLP and may retain that firm or another firm without resubmitting the matter to our shareholders. Even if the appointment is ratified, the audit committee may, in its discretion, direct the appointment of a different independent registered public accountant at any time during the year if it determines that such change would be in our best interests and in the best interests of our shareholders.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF HORNE LLP AS INDEPENDENT REGISTER PUBLIC ACCOUNTANTS FOR 2018.2019.
OTHER MATTERS
As of the date of this proxy statement, management was unaware of any other matters to be brought before the annual meeting other than those described in this proxy statement. However, if any other matters are properly brought before the annual meeting, the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their best judgment.

5055



STOCK OWNERSHIP
COMMON STOCK OWNERSHIP OF MOREGREATER THAN 5%
The following table sets forth information regarding the beneficial ownership of our common stock as of March 7, 2018,4, 2019, by each person or entity, including any group, as that term is used in Section 13(d)(3) of the Exchange Act, known to us to be the beneficial owner of 5% or more of our outstanding common stock. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act and is based upon the number of shares of our common stock outstanding as of March 7, 2018,4, 2019, which was 49,390,19758,632,816 shares.
Name and AddressNumber of Shares Beneficially OwnedPercent of ClassNumber of Shares Beneficially OwnedPercent of Class
The Vanguard Group, Inc.3,795,245
(1) 
7.68%4,649,007
(1) 
7.93%
100 Vanguard Boulevard     
Malvern, Pennsylvania 19355     
BlackRock, Inc.3,630,777
(2) 
6.19%
55 East 52nd Street   
New York, New York 10055   
Dimensional Fund Advisors LP3,068,269
(2) 
6.21%3,265,284
(3) 
5.57%
Building One     
6300 Bee Cave Road     
Austin, Texas 78746     
BlackRock, Inc.3,025,099
(3) 
6.12%
55 East 52nd Street  
New York, New York, 10055  
(1)
The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 1)2) filed with the SEC on February 12, 201811, 2019 by The Vanguard Group, Inc. (“Vanguard”) reporting beneficial ownership as of December 31, 2017.2018. Of the 3,795,2454,649,007 shares covered by the Schedule 13G, Vanguard has sole voting power with respect to 49,46246,961 shares, shared voting power with respect to 6,407 shares, sole dispositive power with respect to 3,742,9994,600,321 shares and shared dispositive power with respect to 52,24648,686 shares. According to the Schedule 13G, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 45,83942,279 shares as a result of it serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 10,03011,089 shares as a result of it serving as investment manager of Australian investment offerings.
(2)The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 9) filed with the SEC on February 6, 2019 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2018. Of the 3,630,777 shares covered by the Schedule 13G, BlackRock has sole voting power with respect to 3,406,964 shares and sole dispositive power with respect to all of the shares. No one person or entity's interest in our common stock is more than 5% of our total outstanding common shares.
(2)
(3)		The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 8)9) filed with the SEC on February 9, 20188, 2019 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of December 31, 2017.2018. Of the 3,068,2693,265,284 shares covered by the Schedule 13G, Dimensional has sole voting power with respect to 2,964,0983,165,298 shares and sole dispositive power with respect to all of the shares. Dimensional is a registered investment advisor that furnishes investment advice to four registered investment companies and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (these companies, trusts and accounts are referred to as the “Funds”). The Funds are the owners of the shares covered by the Schedule 13G; to the knowledge of Dimensional, no single Fund owns more than 5% of our common stock. Dimensional disclaims beneficial ownership of the shares of our common stock owned by the Funds.
(3)
The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 8) filed with the SEC on January 23, 2018 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2017. Of the 3,025,099 shares covered by the Schedule 13G, BlackRock has sole voting power with respect to 2,932,284 shares and sole dispositive power with respect to all of the shares. No one person or entity's interest in our common stock is more than 5% of our total outstanding common shares.Funds
BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
The following table includes information about the common stock owned beneficially by (1) our directors and nominees, (2) our named executive officers and (3) our directors and executive officers, as a group, as of March 7, 2018, including their name, position and the number of shares beneficially owned.4, 2019. Each of the persons listed in the table below under the heading “Directors and Nominees” currently serves as a director of the Company. Unless otherwise noted, the persons below have sole voting power and investment power with respect to the listed shares (subject to any applicable community property laws). The business address for each of the directors and executive officers listed below is 209 Troy Street, Tupelo, Mississippi 38804-4827.

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  Amount and Nature of Beneficial Ownership    
  Direct Options Exercisable Within 60 Days Other Total Percent
Directors and Nominees:(1)
            
George H. Booth, II 26,901
  —
 —
  26,901
 *
Frank B. Brooks 38,403
  —
 —
  38,403
 *
Hollis C. Cheek 14,565
  —
 9,971
(2) 
 24,536
 *
Donald Clark, Jr. 21,269
  —
 18,197
(3) 
 39,466
 *
John M. Creekmore 16,277
  —
 —
  16,277
 *
Albert J. Dale, III 25,536
  —
 287
(4) 
 25,823
 *
Jill V. Deer 8,813
  —
 —
  8,813
 *
Marshall H. Dickerson 8,898
(5) 
 —
 —
  8,898
 *
John T. Foy 34,721
  —
 —
  34,721
 *
Richard L. Heyer, Jr. 24,332
  —
 3,704
(6) 
 28,036
 *
Neal A. Holland, Jr. 61,311
(7) 
 —
 162,847
(7) 
 224,158
 *
J. Niles McNeel 7,983
  —
 —
  7,983
 *
Hugh S. Potts, Jr. 144,201
  —
 29,889
(8) 
 174,090
 *
Fred F. Sharpe 11,666
  —
 31,368
(9) 
 43,034
 *
Michael D. Shmerling 157,347
(10) 
 —
 —
  157,347
 *
Named Executive Officers:            
E. Robinson McGraw 250,531
(11) 
 —
 —
  250,531
 *
Kevin D. Chapman 73,212
(12) 
 —
 —
  73,212
 *
C. Mitchell Waycaster 90,139
(13) 
 —
 —
  90,139
 *
R. Rick Hart 75,586
(14) 
 —
 —
  75,586
 *
J. Scott Cochran 61,654
(15) 
 —
 254
  61,908
 *
All directors, nominees and executive officers as a group (27 persons total) 1,387,265
  37,750
 257,274
  1,682,289
 3.41%
* Less than 1% of The percentage ownership listed in the outstanding common stock,table is based on 49,390,19758,632,816 shares of our common stock issued and outstanding as of March 7, 2018 4, 2019

56



plus, as to each director or executive officer, the number of shares of our common stock that he or she has the right to acquire within 60 days of March 7, 2018.such date.
  Amount and Nature of Beneficial Ownership    
  Direct Options Exercisable Within 60 Days Other Total Percent
Directors and Nominees:(1)
            
Donald Clark, Jr. 5,517
  

 18,197
(2) 
 23,714
 *
John M. Creekmore 17,287
  

 

  17,287
 *
Albert J. Dale, III 26,546
  

 203
(3) 
 26,749
 *
Jill V. Deer 9,823
  

 

  9,823
 *
Marshall H. Dickerson 9,908
(4) 
 

 

  9,908
 *
Connie L. Engel 500
       500
 *
John T. Foy 35,731
  

 

  35,731
 *
Richard L. Heyer, Jr. 25,523
  

 3,780
(5) 
 29,303
 *
Neal A. Holland, Jr. 62,321
(6) 
 

 162,847
(6) 
 225,168
 *
J. Niles McNeel 8,993
  

 

  8,993
 *
Michael D. Shmerling 159,357
(7) 
 

 1,519
(7) 
 160,876
 *
Sean M. Suggs 748
       748
 *
Named Executive Officers:            
E. Robinson McGraw 231,146
(8) 
 

 

  231,146
 *
C. Mitchell Waycaster 123,553
(9) 
 

 

  123,553
 *
Kevin D. Chapman 92,812
(10) 
 

 

  92,812
 *
R. Rick Hart 79,498
(11) 
 

 

  79,498
 *
Scott Cochran 78,824
(12) 
 

 262
(12) 
 79,086
 *
Bartow Morgan, Jr. 657,985
(13) 
   —
  657,985
 1.12%
All directors, nominees and executive officers as a group (26 persons total) 1,926,954
  20,750
 187,565
  2,135,269
 3.64%
* Less than 1% of the outstanding common stock.
(1)
For each non-employee director other than Ms. Engel and Mr. Suggs, direct ownership includes 8121,010 shares representing an award of time-based restricted stock under the LTIP that will vest as of the 2019 annual meeting. Ms Engel and Mr. Suggs received awards of 500 and 748 shares of time-based restricted stock, respectively, reflecting when they joined the board in 2018. Each director possesses voting and dividend rights with respect to his or her shares.
(2)
These shares are held by J.C. Cheek Contractors, Inc. of which Mr. Cheek is the President.
(3)
Consists of 9,098 shares held in two individual retirement accounts owned by Mr. Clark's spouse and 9,099 shares held in a family trust of which Mr. Clark serves as the trustee.
(4)
(3)		These shares are held by Mr. Dale's grandchildren.
(5)
(4)		Of the 8,898 shares owned by Mr. Dickerson, 4,885 shares are pledged as collateral for a loan from the Bank.
(6)
(5)		These shares are held by Dr. Heyer’s spouse.
(7)
(6)
Of the 61,311 shares listed as directly owned, 49,918 shares are pledged as collateral for a loan from the Bank. Other ownership consists of 1,303 shares held in an individual retirement account owned by Mr. Holland’s spouse, of which Mr. Holland is the beneficiary, 7,248 shares held by a family limited partnership, Holland Limited Partnership, 152,146 shares held by a family limited partnership, Holland Holdings, LP, 2,000 shares held in a living trust of which Mr. Holland serves as trustee, and 150 shares in a trust for his children.
(8)
These shares are held by Mr. Potts’s spouse, either directly or in an individual retirement account owned by Mr. Potts's spouse.
(9)
Consists of 26,451 shares held by Mr. Sharpe’s spouse, 2,954 shares held in two individual retirement accounts owned by Mr. Sharpe’s spouse, of which Mr. Sharpe is the beneficiary, 1,000 shares held in Sharpco, Inc., of which Mr. Sharpe is the owner and 963 shares held in JDF Real Estate Corp, of which Mr. Sharpe is the owner.
(10)
(7)		Of the 157,347 shares listed as directly owned, 139,834 shares are pledged as collateral for a loan from the Bank.loan. Other ownership includes 1,519 shares held by Mr. Shmerling's children.

52



(11)
(8)		Mr. McGraw is also the Chairman of our board of directors. His direct ownership includes an aggregate of 34,537 shares allocated to his accounts under our 401(k) plan, over which Mr. McGraw has voting power, 13,00015,295 shares representing an award of time-based restricted stock under our LTIP and 20,00030,180 shares representing a target awardawards of performance-based restricted stock under our LTIP.
(12)(9)
Mr. Waycaster is also a member of our board of directors. Direct ownership includes an aggregate of 15,791 shares allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 24,265 shares representing an award of time-based restricted stock under our LTIP and 31,030 shares representing target awards of performance-based restricted stock under our LTIP.

57



(10)Direct ownership includes an aggregate of 5,5595,673 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 24,50024,650 shares representing an award of time-based restricted stock under our LTIP and 10,00020,300 shares representing a target awardawards of performance-based restricted stock under our LTIP.
(13)
Mr. Waycaster is also a nominee for election as a director at the annual meeting. Direct ownership includes an aggregate of 15,474 shares allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 16,000 shares representing an award of time-based restricted stock under our LTIP and 15,000 shares representing a target award of performance-based restricted stock under our LTIP.
(14)
(11)		Mr. Hart is also a member of our board of directors. Direct ownership includes an aggregate of 717732 shares allocated to his account under our 401(k) plan, over which Mr. Hart has voting power, and 2,9332,350 shares representing an award of time-based restricted stock under our LTIP and 5,3337,100 shares representing a target awardawards of performance-based restricted stock under our LTIP.
(15)
(12)		Direct ownership includes an aggregate of 1,9862,095 shares allocated to Mr. Cochran's account under our 401(k) plan, over which he has voting power, 11,50014,175 shares representing an award of time-based restricted stock under our LTIP and 8,00016,350 shares representing a target awardawards of performance-based restricted stock under the LTIP. Other ownership includes 254262 shares held by Mr. Cochran's children.
(13)Of the 657,985 shares listed as directly owned, 330,295 shares are pledged as collateral for a loan. Direct ownership includes an aggregate of 3,660 shares allocated to Mr. Morgan’s account under Brand's 401(k) plan, over which he has voting power, 6,175 shares representing an award of time-based restricted stock under our LTIP and 12,350 shares representing target awards of performance-based restricted stock under our LTIP (both stock awards were made in 2019; Mr. Morgan was not eligible to receive stock awards in 2018).
The performance-based restricted stock awards under the LTIP described in notes 11-1514-18 above provide that each recipient possesses voting and dividend rights with respect to his target shares pending settlement at the end of the applicable performance cycle. Under the terms of each performance award, the target number of shares is subject to increase or decrease based upon the outcome of applicable performance objectives. Each recipient also possesses voting and dividend rights with respect to the award of the time-based restricted stock described in note 1 for the directors and notes 11-1514-18 for the executives.
The table above does not include stock units credited under the DSU Plan, which units will be paid in common stock upon retirement. Units in the DSU Plan are included in directors' and executive officers' stock ownership when measuring compliance with the Company's stock ownership guidelines. The following table presents the the stock units allocated to each director and executive under the DSU Plan as of January 1, 2019, which is the most recent allocation date as prescribed under the plan:
Stock Units Allocated under the DSU Plan
Directors and Nominees:
Donald Clark, Jr.—
John M. Creekmore3,832
Albert J. Dale, III3,947
Jill V. Deer4,065
Marshall H. Dickerson5,438
Connie L. Engel479
John T. Foy7,942
Richard L. Heyer, Jr.8,611
Neal A. Holland, Jr.3,335
J. Niles McNeel7,827
Michael D. Shmerling17,691
Sean M. Suggs551
Named Executive Officers:
E. Robinson McGraw7,194
C. Mitchell Waycaster122
Kevin D. Chapman—
R. Rick Hart547
Scott Cochran1,253
Bartow Morgan, Jr.—


58



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC and Nasdaq reports of ownership of our securities and changes in their ownership on Forms 3, 4 and 5. Executive officers, directors and greater than 10% shareholders are required by SEC rules to furnish us with copies of all Section 16(a) reports they file.
Based solely upon a review of the reports on Forms 3 and 4 and amendments thereto furnished to us in 20172018 and Forms 5 and amendments thereto furnished to us with respect to 2017,2018, or written representations from reporting persons that no Form 5 filing was required, we believe that in 20172018 our executive officers, directors and greater than 10% owners timely filed all reports they were required to file under Section 16(a), except that one report on Form 4, covering one transaction, filed by Mr. McGraw was filed late, and the Form 3 filed by Mr. Morgan in September 2018 contained errors which were corrected by the filing of an amended Form 3 in January 2019.

5359



AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
Upon written request of any record holder or beneficial owner of shares entitled to vote at the annual meeting, we will provide, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2017.2018. Requests should be mailed to John S. Oxford, FirstSenior Vice President and Director of Marketing and Public Relations, 209 Troy Street, Tupelo, Mississippi 38804-4827. You may also access our Annual Report on Form 10-K on our Internetinternet website, www.renasant.com.

By Order of the Board of Directors,
proxystmttfor2016_image1a02.jpg
E. Robinson McGraw
Chairman of the Board and
Chief Executive OfficerChairman


5460


REVOCABLE PROXY
RENASANT CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2018
1:30 P.M.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The person(s) signing this proxy card hereby appoint Marshall H. Dickerson, R. Rick Hart, Richard L. Heyer, Jr., J. Niles McNeel and Michael D. Shmerling and each of them, acting singly, as attorneys and proxies of the signer of the proxy card, with full power of substitution, to vote all shares of stock which the signer is entitled to vote at the Annual Meeting of Shareholders of Renasant Corporation to be held on Tuesday, April 24, 2018 at 1:30 p.m., Central time, at the principal office of Renasant Bank, 209 Troy Street, Tupelo, Mississippi 38804-4827, and at any and all adjournments and postponements thereof. The proxies are authorized to vote all shares of stock in accordance with the following instructions and with discretionary authority as described herein at the meeting or any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE (A) “FOR” THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 ON THIS PROXY CARD AS CLASS 1 DIRECTORS, (B) “FOR” THE ADOPTION OF THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SET FORTH IN PROPOSAL 2, AND (C) “FOR” THE RATIFICATION OF HORNE, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2018 SET FORTH IN PROPOSAL 3. THE PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THIS PROXY, IF PROPERLY COMPLETED, WILL BE VOTED AS DIRECTED HEREIN. IF THIS PROXY IS SIGNED BUT NO SPECIFIC VOTING DIRECTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED (A) TO ELECT THE NOMINEES LISTED IN PROPOSAL 1 ON THIS PROXY CARD AS CLASS 1 DIRECTORS, (B) TO ADOPT, IN A NON-BINDING ADVISORY VOTE, THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE PROXY STATEMENT, SET FORTH IN PROPOSAL 2, AND (C) TO RATIFY THE APPOINTMENT OF HORNE, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2018 SET FORTH IN PROPOSAL 3.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE.rnstcorprevocableproxy20001.jpg

x
Using a blank ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
REVOCABLE PROXYAnnual Meeting of Shareholders
RENASANT CORPORATIONApril 24, 2018
Mark here to vote
FOR all nominees
Mark here to WITHHOLD vote all nominees
For All
EXCEPT
1.To elect four Class 1 directors for a three-year term expiring in 2021:
01Donald Clark, Jr.ccc
02Albert J. Dale, III
03John T. Foy
04C. Mitchell Waycaster
To withhold authority to vote for any nominee(s), mark “FOR ALL EXCEPT” and write the name(s) of such nominee(s) on the line below.
ForAgainstAbstain
2.To adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers, as described in the proxy statement;ccc
3.To ratify the appointment of HORNE, LLP as our independent registered public accountants for 2018; andccc
4.To transact such other business as may properly come before the annual meeting or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
Mark here if you plan to attend the meeting.c
Please be sure to date and sign this proxy card in the box below.
Sign aboveDate
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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