Pinnacle Financial Partners Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PNFP
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)
2025 Cash Incentive Plan. Effective February 25, 2025, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of Pinnacle Financial Partners, Inc. (the “Company”) approved the Pinnacle Financial Partners, Inc. 2025 Annual Cash Incentive Plan (the “Plan”). Pursuant to the Plan, all employees of the Company compensated via a predetermined salary or hourly wage, are eligible to receive cash incentive payments ranging from 10 percent to 125 percent of the participant’s base salary at target level performance in the event that Pinnacle Bank’s ratio of classified assets to the sum of Pinnacle Bank’s tier 1 risk-based capital and its allowance for credit losses (the “Classified Asset Ratio”) is not more than a predetermined ratio and (i) the Company meets (A) a fully diluted earnings per common share goal approved by the Committee for the year ended December 31, 2025 (“diluted EPS”) and (B) an annual total revenue goal approved by the Committee for the year ended December 31, 2025, excluding, in each case, such items as the Committee may determine as described in the Plan, and (ii) in certain cases, the employee meets certain individual performance objectives. Payments under the Plan will be based 75% on the diluted EPS goal and 25% on the revenue goal. Each participant will be assigned an “award tier” based on their position within the Company, his or her experience level or other factors. For performance that exceeds targeted levels, participants may receive up to 125% of their targeted payout. Participant awards may be increased or decreased as a result of a participant’s performance evaluation for 2025 such that a participant’s target award may be adjusted up 10% or down 10% based on his or her final performance rating. Participant awards may also be increased or decreased at the Committee’s discretion.
Set out below are the percentages of each of the following employees’ base salaries that may be earned at “target,” and “maximum” level payout (without giving effect to the application of any positive or negative adjustment that the Committee may approve). Payouts between the payment tiers will be interpolated based on the Company’s results compared to the performance metrics.
| Employee | Percentage of Base Salary at Target Level Payout | Percentage of Base Salary at Maximum Level Payout | ||||||
| M. Terry Turner | 125% | 156% | ||||||
| Robert A. McCabe, Jr. | 125% | 156% | ||||||
| Richard D. Callicutt, II | 90% | 113% | ||||||
| Harold R. Carpenter | 90% | 113% | ||||||
| Charissa Sumerlin | 60% | 75% | ||||||
The foregoing summary is qualified in its entirety by reference to the Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE FINANCIAL PARTNERS, INC.
| By: | /s/Harold R. Carpenter | |||||||
| Name: | Harold R. Carpenter | |||||||
| Title: | Executive Vice President and | |||||||
| Chief Financial Officer | ||||||||
Date: February 28, 2025