Business Context and Reporting Period
This Form 8-K Current Report, filed on August 20, 2026, by Renasant Corporation (NYSE: RNST), discloses significant executive leadership changes. The report details the appointment of Catherine Mealor as the incoming Chief Financial Officer (CFO) and the retirement of James C. Mabry IV from the same role. The events reported occurred on August 20, 2026, with effective dates for the transitions ranging from October 2026 to January 2027.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and personnel transitions.
Material Changes and Executive Compensation
- Leadership Transition: Catherine Mealor will join as Executive Vice President on October 5, 2026, and assume the CFO role on January 1, 2027. James C. Mabry IV will retire as CFO on December 31, 2026, and transition to an Executive Advisor role until the 2027 Annual Meeting.
- Ms. Mealor Compensation Package:
- Base Salary: $600,000 annually.
- Signing Award: $400,000 in cash and $450,000 in Renasant common stock (valued at the closing price on October 2, 2026).
- Clawback Provisions: If terminated without cause or constructively terminated before October 5, 2027, the full cash signing bonus must be repaid. If terminated between October 5, 2027, and October 4, 2028, 50% of the cash bonus must be repaid.
- Equity Vesting: Stock awards vest ratably over two years, subject to continuous employment. Pro-rata vesting applies in cases of death, disability, or involuntary termination without cause.
- Annual Incentives: Eligible for a performance-based cash bonus with a target of 75% of base salary and equity compensation equal to base salary starting January 1, 2027.
- Severance: Termination without cause or constructive termination triggers a cash payment equal to base compensation for the remainder of the term (minimum 12 months) plus a pro-rated target bonus. Change in control scenarios may trigger a payment of 2.99 times the sum of base compensation and average annual cash bonus.
- Mr. Mabry Compensation Arrangement:
- Compensation remains unchanged until retirement on December 31, 2026.
- As Executive Advisor (starting January 1, 2027), he will receive his base salary and a prorated cash bonus at the target level (75% of base salary).
- He will not receive additional Long-Term Incentive Plan (LTIP) awards.
Guidance, Outlook, and Risks
The filing includes a standard cautionary note regarding forward-looking statements, noting that actual results may differ due to interest rate fluctuations, inflation, economic recession, regulatory changes, loan portfolio underperformance, and market competition. No specific financial guidance or outlook for the company's future performance is provided in this document.
Investor Verification Checklist
- Verify the closing stock price of Renasant common stock on October 2, 2026, to determine the exact number of shares in Ms. Mealor's signing award.
- Review the full text of the Executive Employment Agreement (Exhibit 10.1) for detailed definitions of "cause," "constructive termination," and "good reason."
- Monitor the 2027 Annual Meeting of Shareholders for the election of James C. Mabry IV to the Board of Directors.
- Confirm the transition timeline to ensure Ms. Mealor assumes the CFO role on January 1, 2027, as scheduled.