CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

~~GOVERNING DOCUMENTS AND PRACTICES~~Governing Documents and Practices

~~Code~~Copies 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. 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 committeesgoverning documents described below are available at www.renasant.com, by clicking on “Corporate ~~Overview” under the “Investor Relations” tab,~~Governance,” then on ~~“Governance Documents”~~“Documents & Charters” and then selecting the desired ~~charter.~~document.


Corporate Governance Guidelines			The Renasant Corporation Corporate Governance Guidelines (our “Governance Guidelines”) set forth principles that, together with our Articles of Incorporation, our Amended and Restated Bylaws, as amended (which we refer to as our “Bylaws”), committee charters and other policies, such as our Code of Business Conduct and Ethics, guide the board’s governance of Renasant. The Governance Guidelines address topics such as director qualifications, the board’s leadership structure, board responsibilities and the conduct of its operations, director education and other matters.
Code of Ethics			We expect our directors, officers and employees to act with integrity and make decisions that are in our best interests and discourage situations that present a conflict between our interests and their 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, for directors, the board or, as to officers and employees, their supervisor. We require our directors, officers and employees to annually certify that they have read and understand their obligations under the Code of Ethics.
Committee Charters			The board has five standing committees: an executive committee, an audit committee, a compensation committee, an enterprise risk management committee (the “ERM committee”) and a nominating and corporate governance committee (the “nominating committee”). Each committee is governed by a written charter, which is annually reviewed and updated (as necessary).
Majority Voting Policy			The board has adopted a “majority voting” policy for the election of directors. Under this policy, which applies only in uncontested elections, 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 his or her resignation as a director. This resignation will become effective upon acceptance by the board. If a resignation is tendered under these circumstances, the nominating committee will consider the resignation and recommend to the board 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 nominating committee’s recommendation and act on the director’s resignation. Both the nominating 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 regulations and Nasdaq listing rules 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).


Stock Ownership Guidelines			The board has adopted written stock ownership guidelines applicable to our directors and executive officers. More details about how the guidelines apply to our executives can be found under the heading “Compensation Committee Practices” in the Compensation Discussion and Analysis section below. For our non-employee directors, the stock ownership guidelines require each director to maintain a meaningful investment in Renasant common stock, which we believe demonstrates a commitment to increasing the long-term value of our stock and aligns the financial interests of our directors with those of our shareholders. Under the guidelines, within the first year of becoming a non-employee director, a director must own at least 500 shares of common stock, and 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. The value of a director’s Renasant stock is determined as of January 1 each year, using the average closing market price of our stock for the 20 trading day period ending on the last day of the prior year. Shares that a director has pledged do not count toward a director’s required minimum ownership levels. Based on an annual cash retainer of $60,000 (the retainer in effect on January 1, 2022), the guidelines require directors with at least five years of service to own Renasant common stock with a value of at least $180,000. The average closing price of our stock for the 20 trading days ending December 31, 2021 was $37.12, and based on that price all of our directors own at least approximately $195,000 of our common stock (and most own substantially more), except for Gary D. Butler. Because Mr. Butler only joined the board in April 2020, he still has a number of years to achieve his required stock ownership.
Insider Trading Policy			The board has adopted a policy designed to prevent insider trading of our securities. The policy 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. “Material nonpublic information” includes matters such as our earnings results, changes in senior management and merger and acquisition activity. Significant cybersecurity incidents and disruptions to our information technology infrastructure, among other events, are also deemed material nonpublic information. Two additional trading restrictions apply to our directors, senior executive officers and certain other individuals, such as senior accounting staff (all of whom we refer to as “covered persons”): •A covered person 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 window opens two trading days after our quarterly earnings release and closes early in the last month of each quarter. •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 general counsel approves, or “pre-clears,” the transaction in advance. Pre-clearance provides the opportunity to evaluate a proposed trade and independently decide whether the covered person possesses material nonpublic information. Our directors, officers and employees must annually certify that they have reviewed our insider trading policy and understand their obligations under the policy.


Hedging and Pledging Policy			Renasant maintains a Policy on Hedging or Pledging Company Stock (our “Hedging Policy”). A primary goal of our compensation program and our stock ownership requirements is to align the economic interests of our directors and executive officers with those of our shareholders. We believe that allowing a director or employee to hedge the economic risk of owning our stock undermines the intended economic alignment. The Hedging Policy prohibits our directors, officers, employees and their respective “designees” (explained below) from entering into a transaction that has the effect of hedging the economic risks associated with the ownership of our common stock. Specifically, our directors, officers and employees and their designees are prohibited from engaging in any of the following activities: •Purchasing any financial instrument (including prepaid variable forward contracts, equity swaps, collars, exchange funds, puts, calls and similar derivative instruments) or otherwise engaging in any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Renasant securities granted as compensation to, or held, directly or indirectly, by the director, officer or employee; or •Engaging in short sale transactions in Renasant securities. A person is a “designee” of a director, officer or employee for purposes of the Hedging Policy if, under the facts and circumstances, the person has been appointed to make decisions that such director, officer or employee should reasonably believe would result in hedging/offsetting prohibited by the Hedging Policy. Although the Hedging Policy does not prohibit pledging of our common stock, we discourage the practice, and any stock that a director or executive officer pledges cannot be used to satisfy our stock ownership guidelines. Our directors, officers and employees must annually certify that they have reviewed our Hedging Policy and understand the restrictions under the policy. For more information about our directors and named executive officers who have pledged shares of Renasant stock, refer to the Stock Ownership section below under the heading “Beneficial Ownership of Common Stock by Directors and Executive Officers.”
Review and Approval of Related Person Transactions			The board is responsible for reviewing and approving or ratifying all material transactions between us or our subsidiaries and any of our directors or executive officers, their immediate family members and businesses with which they are associated, all referred to as “related persons.” Other than our Code of Ethics, our related person transaction policy is not in writing, although 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 and Regulation W promulgated thereunder (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs loans and other extensions of credit by the Bank to its executive officers, directors and principal shareholders). Additional information about the process used by the board to identify related person transactions and the transactions that the board has reviewed and approved may be found below under the heading “Related Person Transactions.”

Board of Directors

Number and ~~Approval~~Term. There are currently 13 members of ~~Related Person Transactions.~~ ~~The entire~~our board of directors, ~~is responsible~~divided into three classes:


Class 1	Class 2	Class 3
Donald Clark, Jr.	John M. Creekmore	Gary D. Butler
Albert J. Dale, III	Jill V. Deer	John T. Foy
Connie L. Engel	Neal A. Holland, Jr.	Richard L. Heyer, Jr.
C. Mitchell Waycaster	E. Robinson McGraw	Michael D. Shmerling
	Sean M. Suggs

The current term of office for ~~reviewing and approving or ratifying all material transactions between us and~~ our ~~subsidiaries involving a related person. Related persons include any~~Class 1 directors expires at the 2024 annual meeting; the current term of office for our Class 2 directors or executive officers, their immediate family members and businesses with which they are associated. 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 whichexpires at the director or executive officer or their immediate family members or related entities have an interest. When the board reviews, approves or ratifies related person transactions, the director associated with the matter must abstain from voting and is not present while discussions and deliberations are held. The types of transactions that must be reviewed and approved or ratified include extensions of credit 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)2022 Annual Meeting; and the ~~Federal Reserve’s Regulation O (which governs loans by the Bank to its executive officers,~~current term of office for our Class 3 directors ~~and principal shareholders).~~

~~BOARD GOVERNANCE~~

~~Retirement Policy.~~ ~~Our Bylaws include the 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 permit a director to stand for reelection after he or she reaches the age of 72 or waive the requirement that a director who has attained 72 resign~~expires at the ~~next regular~~2023 annual meeting. After our annual 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.

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 resultassuming that all of our nominees are elected, the board will have 13 members, divided into three classes, with four directors ~~must cease~~in Class 1, five directors in Class 2, and four directors in Class 3. The board has determined that 13 members is an appropriate number to ~~serve~~fulfill its responsibilities in light of our current and anticipated size and the nature of our operations.

Tenure. The board generally strives to ensure that there is a mix of tenures among the directors, as the board values both the insight that long experience on our board brings and also the fresh perspective associated with newer board members. The board has concluded that arbitrary deadlines on board service, such as tenure limitations or a mandatory retirement age, do not promote its goal of achieving a mix of short- and long-tenured directors. Accordingly, we do not have a formal policy governing the tenure of the ~~regular meeting~~members of ~~shareholders~~the board of directors, and in January 2022 the board elected to eliminate our mandatory retirement age for directors. Our nominating committee monitors the make-up of the board and directors’ intentions about their continued board service to ensure that, ~~follows~~if a director intends to retire or otherwise resign from the ~~attainment of age 75.~~

~~Director Stock Ownership Guidelines.~~ ~~Our~~ board, ~~has adopted stock ownership guidelines that require our directors to own~~ a ~~substantial number of shares of Renasant common stock and thereby bolster~~suitable replacement will have been identified. Further, as discussed below, the ~~alignment~~nominating committee annually assesses the performance of our ~~directors’ financial interests with those of our shareholders. Within~~directors. If a director’s performance is found to need improvement or otherwise is lacking, the ~~first year of~~nominating committee may counsel the director on the need for improvement and/or determine to not re-nominate the director for election when his or her ~~election to~~term expires.

In the board’s view, our current mix of director tenures is appropriate. Of our 11 non-employee directors who will continue on the Board after the 2022 annual meeting, four have served on the board ~~a director must own~~for five years or less, two have served for between five and 15 years, and five have served for over 15 years.

Meetings. Our board held seven meetings in 2021. All directors attended at least ~~500 shares of common stock. By the end~~75% of the ~~fifth year~~total number of service, a director must own at least 3,500 shares of common stock. Based on our stock price as of March 7, 2018, the guidelines require new directors to have at least a $22,270 investment in the Company,board meetings and ~~directors with at least five years of service must have at~~

~~least a $155,890investment in the Company.~~

Asmeetings of the ~~date~~committees on which they served. The members of ~~this proxy statement, all~~the board who are “independent directors” under the Listing Rules of the NASDAQ Stock Market, LLC, or “Nasdaq,” met in executive session (that is, a meeting of only directors who are “independent directors”) four times during 2021.

We do not have a policy requiring director attendance at our annual meeting. All of our current directors ~~own at least twice~~attended the ~~number of shares of common stock required~~2021 annual meeting, and we expect our entire board to ~~be owned under the stock ownership guidelines.~~attend this year’s annual meeting.

Board, Committee and Director Performance Assessments. As part of its ~~effort~~efforts to ensure that the Company has a high-functioning board with the collective ~~knowledge,~~ experience, qualifications and skills necessary to guide a financial institution such as ~~the Company, on an annual basis~~Renasant, our nominating committee annually conducts a board assessment. The assessment, ~~that has been~~which was developed and is administered by an independent third ~~party. Each~~party, asks each director ~~provides~~to provide on an anonymous basis his or her opinions on various ~~criteria relating to~~topics, including (1) the interaction between the board and management, (2) the organization of the board, including its committee structure, (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 an~~facilitates a peer assessment of each director whose term ~~in office~~ is expiring at the next annual ~~meeting. This~~meeting; beginning in 2022, the nominating committee will broaden this peer assessment ~~reviews~~to cover all directors. For this assessment, the nominating committee asks each ~~director’s individual contribution~~member of the board to assess, among other things, the contributions of each other director to the board and their participation in board and committee meetings and other board ~~activities, among other things.~~activities. The committee uses this information as

one ~~tool~~factor in determining whether a director whose term is expiring should be nominated for reelection.

~~BOARD OF DIRECTORS~~

~~Structure.~~ ~~There~~ For all directors, including those whose terms are ~~currently 17 members of our board of directors, divided into three classes:~~



~~Class 1~~	~~Class 2~~	~~Class 3~~
~~Donald Clark, Jr.~~	~~John M. Creekmore~~	~~Marshall H. Dickerson~~
~~Albert J. Dale, III~~	~~Jill V. Deer~~	~~R. Rick Hart~~
~~John T. Foy~~	~~Neal A. Holland, Jr.~~	~~Richard L. Heyer, Jr.~~
~~George H. Booth, II~~⁽¹⁾	~~E. Robinson McGraw~~	~~J. Niles McNeel~~
~~Frank B. Brooks~~⁽¹⁾	~~Hollis C. Cheek~~⁽¹⁾	~~Michael D. Shmerling~~
~~Hugh S. Potts, Jr.~~⁽¹⁾
~~Fred F. Sharpe~~⁽¹⁾


⁽¹⁾	Effective as of our annual meeting: Mr. Booth will retire; Messrs. Brooks, Potts and Cheek will be required 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).

~~The current term of office for our Class 1 directors expires~~not expiring at the ~~2018 annual meeting; the current term 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~~next annual meeting, ~~and assuming that all~~the committee expects to use peer assessment results to help identify areas where a director can improve his or her performance in order to enhance the director’s contribution to the overall functioning of ~~our nominees are elected,~~ the board ~~will be reduced~~and its committees.

Finally, each board committee annually performs a self-assessment. These committee self-assessments are designed to 13elicit input from committee members ~~which~~regarding the efficiency of the committee’s operations and ways that the committee can better fulfill the responsibilities assigned to it under its charter or as otherwise delegated to it by the board.

Director Independence

The board has determined that each of our directors is an ~~appropriate number~~“independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules, with the exception of Messrs. McGraw and Waycaster who are not independent directors because they are Renasant employees. When determining each non-employee 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 businesses with which they are associated and the Company or the Bank - More information about these transactions may be found below under the heading “Related Person Transactions.”

•Employment relationships between the Bank and directors' immediate family members - The Bank employs Mr. Creekmore’s son as a portfolio manager in the Bank's corporate banking department and Mr. Holland's son as a trust administrator in the Bank's trust department. Neither of these employees is considered an “executive officer” of the Company. The compensation paid to ~~fulfill its responsibilities~~each employee, which is below the amount necessary to qualify as a related person transaction under SEC rules, was consistent with the compensation paid to similarly-situated employees of the Bank. The Bank also employs Dr. Heyer’s son as a senior managing director of Park Place Capital Corp., the Bank’s financial advisor subsidiary. He is not an “executive officer,” but his employment is a related person transaction because of the amount of compensation he received in ~~light~~2021. More details about our employment of Dr. Heyer’s son can be found in this section below under the heading “Related Person Transactions.”

Marshall H. Dickerson and R. Rick Hart retired from our ~~current and anticipated size and nature~~board as of ~~operations.~~the 2021 annual meeting. The board ~~will remain divided into three classes, with four Class 1 directors, four Class 2 directors and five Class 3 directors.~~

~~Meetings.~~ Our board held seven meetings in 2017. 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”had previously determined that Mr. Dickerson was an independent director under the Nasdaq Listing Rules ~~of the NASDAQ Stock Market, LLC, or Nasdaq, met in executive session six times during 2017. We do not have~~but Mr. Hart, as a ~~policy requiring director attendance at our annual meeting. All of our current directors attended the 2017 annual meeting, and we expect our entire board to attend this year’s annual meeting.~~former employee, was not.

~~BOARD LEADERSHIP~~Board Leadership Structure

Our ~~chief~~ executive ~~officer~~chairman serves as chairman of the board, and the board has appointed a lead director.

Chairman. E. Robinson McGraw, our executive chairman and former chief executive officer, serves as chairman of the board of the Company and the board of the Bank. We believe Mr. McGraw’s service as our chairman enhances the board’s operations, as he is an effective bridge between our non-employee directors and management. As executive chairman, Mr. McGraw ~~will remain as chairman of the Company and Bank boards following his transition~~

~~to the executive chairman role after the annual meeting.~~

~~We have chosen a board leadership structure~~remains involved, with Mr. ~~McGraw serving~~Waycaster and 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. However, he is also able to take a more objective view of our strategy and management decision-making, as ~~chairman because this structure results in a single voice speaking~~he is no longer responsible for ~~the Company and presents a unified and clear chain of command. As~~overseeing our ~~and the Bank’s chief executive officer,~~day-to-day operations. In addition, Mr. McGraw ~~is positioned to provide~~provides insight on the current ~~status~~state 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 about~~Bank. With such a deep knowledge of the Company and the Bank, ~~and their respective operations~~Mr. McGraw is ~~responsible for leading~~well suited to lead 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~~our chairman’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~~•Scheduling and setting the agenda for board ~~meetings;~~meetings with the chairman;

•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;

•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~~Board Committees

The members of each of our executive, audit, nominating, compensation and ERM committees as of the date of this proxy statement, and a brief description of each committee’s function, are 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 overseeing the preparation of our annual budget and 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 composed 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. The executive committee met 22 times in 2021.
Neal A. Holland, Jr., Vice-Chair
~~Frank B. Brooks~~
Albert J. Dale, III
John T. Foy
E. Robinson McGraw
C. Mitchell Waycaster



Audit Committee
John T. Foy, Chair	The audit committee's responsibilities include the following:
~~Frank B. Brooks,~~Jill V. Deer, Vice-Chair⁽¹⁾	Ÿ	Appointing, ~~compensating~~approving the compensation of and overseeing our independent registered public accountants;
~~Hollis C. Cheek~~Gary D. Butler
~~Jill V. Deer~~Connie L. Engel	Ÿ	Monitoring the integrity of our financial reporting process and system of internal controls;
~~Marshall H. Dickerson~~
Michael D. Shmerling
ŸSean M. Suggs		Monitoring 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.~~	Ÿ	Pre-approving all auditing and permitted non-audit services provided by our independent registered public accountants;

		Ÿ	Facilitating communication among our independent registered public accountants, management, the internal auditing department and the board of directors; and


	Ÿ	Establishing 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 ~~2017~~2021 and the committee's processes. In 2021, the committee held 21 meetings.

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 each of Mr. Shmerling and Mr. Suggs 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, the committee held 17 meetings.~~



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's~~board committees. Specific information about our director selection process is below under the heading “~~Director~~“Director Selection. and Diversity.” In addition, the committee oversees the formation and implementation of our governance policies, including our Governance Guidelines, stock ownership guidelines and the annual board and director performance ~~assessments for~~assessments. The committee also takes a lead role in the board oversight of our efforts with respect to ESG and ~~each director.~~equity, diversity and inclusion matters. More information about our Governance Guidelines, stock ownership guidelines and these assessments may be found ~~above~~ under the ~~heading “Board Governance,” paragraph titled “Board~~“Governing Documents and ~~Director Performance Assessments~~.”Practices” and “Board of Directors” headings above. Each member of the nominating committee is an “independent director” under the Nasdaq Listing Rules. ~~During 2017, the~~The committee ~~held ten meetings.~~met nine times in 2021.
John M. Creekmore, Vice-Chair
~~Marshall H. Dickerson~~Donald Clark, Jr.
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 overall compensation strategy and administering the compensation of our named executive officers and other senior executive officers. The “compensation committee charter does not allow the committee to delegate its functions. 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 ~~2017 compensation.~~our executive compensation program and discusses the specific decisions about the 2021 compensation of our named executive officers. The committee met ninetimes in 2021. 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 or any other source that might impair the director’s independent judgment, including whether the member is considered our affiliate and additional relevant ~~factors. The committee met eight times during 2017.~~factors, such as, for Messrs. Creekmore, Heyer and Holland, the Bank's employment of their sons.
~~J. Niles McNeel, Vice-Chair~~
~~Frank B. Brooks~~
~~John M. Creekmore~~
Richard L. Heyer, Jr., Vice-Chair
Donald Clark, Jr.
John M. Creekmore
Neal A. Holland, Jr.



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. To ensure that the committee has insight into our overall operations, the chairs of our executive, audit, compensation and nominating committees and the Bank’s credit review and technology committees are members of the ERM committee. More information about the Company’s risk assessment process and the role of the ERM committee in this process may be found below under the heading “~~Role~~“Role of the Board in Risk ~~Oversight~~.Oversight.” Each member of the ERM committee is an “independent director” as defined under the Nasdaq Listing Rules. ~~During 2017,~~In 2021, the committee ~~held~~met four ~~meetings.~~times.
~~Marshall H. Dickerson,~~John T. Foy, Vice-Chair
Gary D. Butler
John M. Creekmore
Albert J. Dale, III
~~John T. Foy~~O. Leonard Dorminey*
Richard L. Heyer, Jr.
Neal A. Holland, Jr.

~~ROLE OF THE BOARD IN RISK OVERSIGHT~~*Mr. Dorminey is a member of the Bank's board of directors only.

The members of these committees are subject to change. Changes are generally made effective as of the annual meeting. We update our corporate website from time to time to reflect any changes in the membership of these committees. You can find this information by going to www.renasant.com, clicking on “Corporate Governance” and then clicking on “Committee Composition.”

Role of the Board in Risk Oversight

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 aits committee structure.

The board’s ERM committee is ~~primarily~~ responsible for identifying enterprise-wide risks (including ~~cyber-security risks)~~information security and cybersecurity risks as well as risks related to business continuity and disaster recovery planning), assessing how risks within each ~~risk might~~category affect other risks within that category and in other risk categories, and facilitating ~~the Company’s~~our operations within risk tolerance levels that are established by management and reviewed by the board. The ERM committee oversees and assists management in the risk assessment process and the implementation of comprehensive risk management processes and procedures, it ~~validates~~reviews and approves our overall risk appetite and risk tolerance levels within each identified category of risk suggested by management, and it reviews and adopts policies, procedures and controls that are intended to identify, manage and mitigate risk.

The following discussion highlights certain risks facing the Company and the role of the ERM committee and other committees of the board (or the board of the Bank), working with management committees that report to these committees, in identifying and mitigating these risks:

•Cybersecurity and Information Security Risks. The ERM committee ~~generally~~and the Bank’s technology committee oversee risks related to our technological infrastructure, information security, cybersecurity, business continuity and disaster recovery programs. At each meeting of the ERM committee, our information security officer provides a report to the committee on our cybersecurity and network security initiatives, emerging risks and management’s plans to mitigate such risks and employee training on cybersecurity and related issues, among other topics. In addition, our chief technology officer addresses ~~enterprise-wide risk;~~business continuity matters with the ERM committee, such as the continuing impact on our cybersecurity resulting from employees working from home or otherwise outside their normal office locations, which became more prevalent as a result of the COVID-19 pandemic.

The technology committee, which meets quarterly, is responsible for the oversight of the Bank’s strategies and operations with respect to information technology matters. Although the technology committee’s focus is not limited to information security and cybersecurity risk, at each meeting the committee receives a report on information security and other ~~standing committees, working~~cybersecurity matters similar to the report provided to the ERM committee. As a member of the ERM committee, the chairman of the technology committee updates the committee on the technology committee’s discussions with ~~management, are used~~respect to our technological infrastructure and the impact thereof on matters within the ERM committee's focus.

We also retain third parties to test the effectiveness of our efforts to identify and ~~mitigate more specific~~respond to existing and emerging threats to information security and cybersecurity. For example, on an annual basis we engage a third party to conduct an audit of our cybersecurity, which includes internal and external penetration testing. We also engage another independent company to conduct penetration testing from time to time over the course of the year. To the extent this testing uncovers any potential vulnerabilities in our security or otherwise

recommends improvements to our systems, management will then make efforts to appropriately address the concerns or implement the recommendations.

•Credit Risk. The Bank’s credit review committee is primarily responsible for credit administration and other risks ~~including:~~arising from our lending activities, such as the risks presented by the various categories of lending that we engage in and risks posed by excessive concentrations in any particular category of loans. Among other things, this committee approves the Bank’s loan policy manual and any changes to our loan policies. The credit review committee’s work is supplemented by a number of management committees that report to it on various aspects of our lending activities, such as the problem asset review committee.

•Financial Reporting and Operational Risk. The ~~board’s~~ audit committee ~~which~~ focuses on ~~financial reporting and operational~~matters that fall within this category of risk. This committee meets regularly with management, our independent registered public accountants and our internal auditors (outside the presence of management) 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~~”“Board Committees” and below in the“Report of the Audit Committee” and “Independent Registered Public Accountants” sections.

•Compensation Risk. The ~~board’s~~ compensation committee ~~which~~ evaluates risks associated with our executive compensation ~~programs.~~program. The activities of the compensation committee in this regard are described in more detail in the Compensation Discussion and Analysis section below. The compensation committee is assisted by the ~~Bank’s~~ incentive compensation committee, which is ~~comprised~~composed of senior management and reports directly to the compensation committee. The incentive compensation committee reviews our cash and equity incentive compensation arrangements ~~to ensure~~(for both executive and non-executive employees) so 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. More information about~~risks, whether financial, credit, regulatory or otherwise. Annually, management submits to the incentive compensation committee a risk assessment that describes both the risks presented by our incentive compensation arrangements and the procedures in place designed to mitigate the risks that have been identified. This risk assessment is then presented to the compensation committee ~~including~~for its review. As part of this review process, these committees may recommend changes to incentive plans or the ~~Bank’s~~adoption of additional procedures to further mitigate the risks presented by our incentive compensation arrangements.

Policies and procedures that we have adopted to address risks associated with our executive compensation program are described in the Compensation Discussion and Analysis section below. Other compensation-related 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 address 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 high-income areas, to the exclusion of low- and moderate-income areas, exposing us to criticism from a fair lending perspective, among other things. We address this risk by adopting goals for low income and minority lending. On an ongoing basis the incentive compensation committee ~~can be found below in the CD&A.~~

Our Bank’s 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 Bank’s investment committee, which~~ monitors our ~~interest rate~~incentive compensation arrangements to determine whether additional risk mitigants are necessary.

•Interest Rate and ~~liquidity~~Liquidity Risk. This risk ~~with~~is monitored by the ERM committee. Our goal ~~of structuring~~is to structure our asset-liability composition ~~to maximize~~in a way that (1) maximizes our net interest income while minimizing the adverse impact of changes in interest rates on interest income and ~~capital.~~capital and (2) provides 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 ERM 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 receives reports and other information on the committee’s ~~specific risk oversight and mitigation responsibilities~~.activities since the prior board meeting. 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 capacity~~Waycaster, who as ~~our most senior~~chief executive officer ~~oversees~~ultimately is responsible for management’s ~~role in the~~ implementation of our risk management processes, supports the board's

oversight of risk by ~~ensuring~~providing 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~~leads 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.

Director Education. Our board recognizes that, to fulfill its risk oversight duties and satisfy its other responsibilities, it is essential that each director stays abreast of developments in the financial services industry and the risks facing financial institutions similar to us as well as corporate governance best practices for publicly-traded companies. The board taps internal and external resources to obtain the necessary education and training. Multiple times each year, Renasant’s management or our external advisors conduct board presentations on the policies, procedures and controls governing every facet of our operations, including our practices regarding the identification, assessment and mitigation of the various risks facing us. These presentations assist directors not only in performing their risk-oversight responsibilities on various committees but also in performing an informed review of the work of committees on which they do not serve. Each committee also periodically receives management presentations on topics relevant to the committee’s work. In 2021, full board presentations included training from our chief compliance officer on regulatory compliance policies and procedures, while our general counsel gave a presentation of board oversight of environmental, social and governance matters, training on insider trading and other federal securities law matters impacting the board, and a corporate governance update. In addition, outside counsel briefed the board on anticipated changes to regulatory agencies and their enforcement priorities as a result of the new presidential administration.

8Members of the board are also expected to avail themselves of external education opportunities to enhance their knowledge of corporate governance and operational risks facing the Company and the banking industry in general and to improve their ability to oversee management in identifying and mitigating these risks. The Company bears the cost of the directors’ external education.

~~DIRECTOR SELECTION~~Director Selection and Diversity

The nominating committee evaluates and recommends potential new directors based ~~upon~~on the needs of the board and Renasant generally. In addition, as noted in the ~~Company.~~discussion of our director, board and committee assessment process under the “Board of Directors” heading above, the nominating committee facilitates the board’s assessment of each director whose term is expiring at an upcoming annual meeting. The purpose of this assessment, which will be expanded to all directors beginning in 2022, is to determine if each director is making the expected contributions to the board such that he or she should continue as a member of the board. 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,~~experience, qualifications and skills ~~and experience~~ necessary to guide a publicly-traded financial institution like ~~Renasant in the prevailing business environment.~~Renasant.

Although there is no formal policy, ~~the board and nominating committee,~~ as ~~well as~~stated in our ~~management, believe~~Governance Guidelines Renasant believes that board membership should reflect diversity in its broadest ~~sense.~~sense in order to promote the inclusion of different perspectives and ideas. The nominating committee considers a candidate’s gender, age, ethnicity, experience, education, geographic location (focusing on areas where Renasant operates) and difference of viewpoint when evaluating his or her qualifications for election to the board. The following matrix presents the current racial and gender characteristics of our board:


Board Diversity Matrix (As of March 14, 2022)
Total Number of Directors	13
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	11	0	0
Part II: Demographic Background
African American or Black	0	1	0	n/a
Alaskan Native or Native American	0	0	0	n/a
Asian	0	0	0	n/a
Hispanic or Latinx	0	0	0	n/a
Native Hawaiian or Pacific Islander	0	0	0	n/a
White	2	10	0	n/a
Two or More Races or Ethnicities	0	0	0	n/a
LGBTQ+	0
Did Not Disclose Demographic Background	0

In addition to the eligibility requirements included in our Bylaws, the following qualifications and qualities, among others, are ~~evaluated~~studied by the nominating ~~committee:~~committee when evaluating a candidate to be nominated for election to our board:

•“Independence” within the meaning of the Nasdaq Listing Rules and SEC rules and regulations;

~~Experience~~•Significant business experience in banking, financial services or other business, or in marketing, finance, legal, accounting or other professional disciplines;

•Diversity, ~~of background and other characteristics that are reflective of our shareholders;~~as described above;

•Familiarity with and participation in the ~~local~~ communities in which we ~~do business;~~operate;

•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~~•The ability to represent the interests of our ~~shareholders;~~shareholders and other stakeholders (including, for example, our employees and customers and the communities we serve); and

~~Ability~~•The ability to devote time to fulfill the responsibilities of a director and to enhance ~~their~~his or her knowledge of ~~our~~the banking and financial services industry.

Usually, nominees for election to the board are proposed by the current members of the ~~board.~~board or executive management. 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.~~member or executive management. More information about the process for shareholder recommendations may be found below under the heading “~~Shareholder Communications~~”“Shareholder Communications” in the paragraph titled “~~Process~~“Process for Shareholder Recommendations.”

Related Person Transactions

Review and Approval of Related Person Transactions. ”The board reviews transactions involving related persons to determine that the terms 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, our directors and executive officers annually complete a Regulation O questionnaire (in the summer) and a Director and Officer Questionnaire (in December). Both questionnaires require our directors and executive officers to disclose their related persons and any transactions with us in which they or a related person has an interest. In addition, we

~~DIRECTOR INDEPENDENCE~~

review loan and deposit balances as well as accounts payable to vendors to further identify transactions in which a related party may have an interest.

The types of transactions that must be reviewed and approved or ratified by the board ~~has determined that each~~ of ~~our~~ directors ~~(including directors whose service~~include extensions of credit, real property leases and other business relationships. When the board reviews and approves or ratifies transactions, the director or executive officer associated with the matter is not present while discussions and deliberations are held and, if the transaction involves a director, the director must abstain from voting 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 to the board). When determining each director’s status as an “independent director,” the board evaluated the following relationships involving Renasant or the Bank:matter.

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~~Officers. ”~~and “Other Related Person Transactions”).~~

~~The Bank employs Mr. Creekmore’s son as a credit analyst in its credit administration department~~, and Dr. Heyer’s son is employed as an investment officer in the Bank’s wealth management division. Neither employee is considered an “executive officer” of the Company, and neither employee received compensation for 2017 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.~~”

~~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~~

Other Ordinary Course 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~~depository and ~~depository~~other financial services-related relationships with these persons were made in the ordinary course of the Bank’s business and involved substantially the same terms, including interest rates and fees (as applicable), as those prevailing at the time for comparable ~~depository~~ relationships with persons not related to the Company or the Bank.

~~In addition, the Bank employs the following individuals who are related persons (in addition to Mr. Creekmore’s son and Dr. Heyer’s son, described~~Employment Relationships. As discussed above under the heading “~~Director~~“Director Independence,”):

~~The~~ the Bank employs Dr. Heyer’s son as a senior managing director of ~~R. Rick Hart,~~Park Place Capital Corp., the Bank’s financial advisor subsidiary. In 2021, his total compensation was $172,291, which is consistent with the compensation paid to similarly-situated employees. Dr. Heyer’s son is not an ~~executive officer and a director, is a Senior Vice President and Commercial Relationship Officer~~“executive officer” of the ~~Bank, located in Nashville, Tennessee. In 2017, his total cash compensation was $255,005, and he received an award of 450 shares of time-based restricted stock that will fully vest in 2020.~~

The son of Hugh S. Potts, Jr., a director, is an Executive Vice President and the Chief Investment Officer of the Bank. In 2017, his total cash compensation was $207,692, and he received an award of 700 shares of time-based restricted stock that will fully vest in 2020.

~~Neither of the foregoing employees is an “executive officer”~~Company as that term is defined under SEC ~~rules~~rules.

Legal Proceedings Involving a Director or Executive Officer and ~~regulations.~~

~~LEGAL PROCEEDINGS INVOLVING A DIRECTOR OR EXECUTIVE OFFICER AND THE COMPANY OR THE BANK~~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~~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 proxy materials. If you received the Notice ofdescribing 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,~~James C. Mabry IV, our Chief Financial 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;~~Jim.Mabry@renasant.com; or

•By phone at (662) ~~680-1450.~~680-1281.

Mr. ~~Chapman~~Mabry 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~~Mabry will directly respond to communications that may be addressed most effectively by management.

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,~~27, 2022, and no later than January ~~24, 2019,~~26, 2023, for consideration as a possible nominee for election to the board at our ~~2019~~2023 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:~~things (1) all direct and indirect ownership interests (including hedges, short positions and derivatives) and economic ~~interest~~interests in our stock (such as rights to dividends) and all proxies and other arrangements to vote our stock held by the nominating ~~shareholder;~~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 ~~2019~~2023 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 that 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 ~~2019~~2023 Annual Meeting of Shareholders may do so by following the procedures described in Rule 14a-8 of the Exchange Act. If the ~~2019~~2023 annual meeting is held within 30 days of April ~~24, 2019,~~26, 2023, shareholder proposals must be received by ~~E. Robinson McGraw~~our Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827, no later than the close of business onNovember ~~15, 2018,~~11, 2022 and otherwise satisfy the requirements of Rule 14a-8, in order for such proposals to be considered for inclusion in the proxy statement and form of proxy relating to such meeting.

~~For any shareholder~~Shareholders interested in submitting a proposal ~~to be presented in connection with~~at the ~~2019~~2023 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~~on the meeting date of April ~~24, 2018~~26, 2022 for the ~~2018~~2022 Annual Meeting of Shareholders, a qualified shareholder ~~intending~~who wishes to introduce a proposal or nominate a director at the ~~2019~~2023 Annual Meeting of

Shareholders but ~~not intending~~without the inclusion of the proposal ~~to be included~~or nomination in our proxy materials for ~~such~~the meeting must give written notice to our Secretary not earlier than the close of business on December ~~25, 2018,~~27, 2022, and not later than the close of business on January ~~24, 2019.~~

26, 2023.

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~~position(s) 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.

BOARD MEMBERS AND COMPENSATION

~~MEMBERS OF THE BOARD OF DIRECTORS~~Members of the Board of Directors

The following information ~~sets forth~~lists each member of our board of directors who will continue after the ~~annual meeting~~2022 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 the Board of Directors” section under the heading “~~Director~~“Director Selection” and Diversity” above.

Name

Age

Class

Background, Qualifications and Skills

Name

Age

Class

Background, Experience, Qualifications and Skills

Donald Clark, Jr.

Director since 2017

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.

Donald Clark, Jr.

Director since 2017

Background: Mr. Clark is senior counsel in Butler Snow, LLP, the largest law firm based in the State of Mississippi. He served as chairman of the firm for 14 years, ending in December 2019. 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 oversaw 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. His experience provides the board with insight on the needs of customers within many of our markets. As the former 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

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.

Albert J. Dale, III

Director since 2007

Background: Mr. Dale is chairman of the board of Dale, Inc. and served as president of the Company from 1985 until December 2018. 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.


Name	Age	Class	Background, Experience, Qualifications and Skills
Connie L. Engel Director since 2018	69	1	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 oversees Childress Klein’s Senior Living and Brokerage divisions in Atlanta, Georgia. Since 2005, Ms. Engel has served on the Board of Trustees of the 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 Cobb Marietta Convention and Exhibit Hall Authority. Experience/Qualifications/Skills: Commercial real estate lending is a significant aspect of our operations. Ms. Engel's extensive experience in commercial real estate 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 important growth markets. In addition, Ms. Engel served on the audit committee of Brand Group Holdings, Inc. prior to our acquisition of the company in September 2018. We believe this experience allows her to be a valuable member of our audit committee.
C. Mitchell Waycaster Director since 2018	63	1	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. It is unlikely that any other Renasant employee has a better understanding of 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.
John M. Creekmore Director since 1997	66	2	Background: Mr. Creekmore is a consultant to United Furniture Industries, Inc., where he served as general counsel from July 2017 until July 2021. Prior to becoming general counsel of United Furniture, Mr. Creekmore was the owner of the Creekmore Law Office, PLLC. Experience/Qualifications/Skills: As the former general counsel of a large manufacturing enterprise, Mr. Creekmore brings a legal point of view to the risks and challenges that we face. Mr. Creekmore has served on our board and the Bank's board since 1997, providing 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.

Name Age Class Background, Qualifications and Skills
John T. Foy
Director since 2004
70 1
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
59 1
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
62 2
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.


Name	Age	Class	Background, Experience, Qualifications and Skills
Jill V. Deer Director since 2010	59	2	Background: Ms. Deer is Chief Administrative Officer for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms, and a member of the company's executive team. In her role as Chief Administrative Officer, Ms. Deer is responsible for strategic planning and leads, among other areas, Brasfield & Gorrie's human resources, legal, insurance and risk, and corporate responsibility groups. Prior to joining Brasfield & Gorrie in 2014, 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. Finally, her experience in strategic planning assists the board in oversight of the formulation and implementation of our strategic plans, including with respect to our corporate social responsibility efforts.
Neal A. Holland, Jr. Director since 2005	66	2	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 customer’s perspective to the board’s discussions.
E. Robinson McGraw Director since 2000	75	2	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 Chief Executive Officer. Experience/Qualifications/Skills: It is unlikely that there is any individual that has a more intimate knowledge of our history than Mr. McGraw, and his understanding of our current operations and our future plans is likely exceeded only by Mr. Waycaster's. 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.

Name Age Class Background, Qualifications and Skills
Jill V. Deer
Director since 2010
55 2
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
62 2
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
71 2
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.


Name	Age	Class	Background, Experience, Qualifications and Skills
Sean M. Suggs Director since 2018	56	2	Background: Mr. Suggs is the Vice President, Social Innovation, for Toyota Motor North America. In this position, Mr. Suggs is responsible for, among other things, Toyota Motor North America's philanthropy efforts, diversity and inclusion strategy and environmental sustainability function across North America. Prior to assuming this position in January 2021, Mr. Suggs was the president of Toyota Motor Manufacturing, Mississippi, Inc., beginning in January 2018. In this role, he was responsible for all manufacturing and all accounting, financial reporting and other administrative 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 the automotive industry in 2008, Mr. Suggs served eight years in the United States Army. Experience/Qualifications/Skills: Given his position overseeing the diversity, inclusion and sustainability efforts of an entity spanning the entire North American continent, Mr. Suggs provides the board essential insight on our own efforts to promote diversity and inclusion at the Company and enhance the sustainability of our operations. Furthermore, prior to his current role, Mr. Suggs oversaw the operations of an automobile manufacturing plant. The successful management of such an operation requires expertise in manufacturing technology, production quality and corporate leadership, among other things. The skills that Mr. Suggs acquired in overseeing manufacturing operations at Toyota’s plant in Mississippi enhance the board’s oversight of the Bank’s operations.
Gary D. Butler, Ph.D. Director since 2020	51	3	Background: Dr. Butler is the founder, chairman and chief executive officer of Camgian Microsystems Corporation, a recognized leader in developing advanced information technologies that leverage innovations in the areas of signal processing, data analytics and artificial intelligence. Dr. Butler also serves on the Vanderbilt University School of Engineering Board of Visitors. He has served as a director of the Bank since April 2019. Experience/Qualifications/Skills: Dr. Butler leads a company on the cutting-edge of developing advanced information processing technologies that deliver decision support capabilities in the national security and finance sectors. His background in algorithms and artificial intelligence are invaluable to us as we develop strategies to leverage data collected in our daily operations. Also, Dr. Butler's expertise in internet and wireless communication-related matters enhance our board's ability to oversee and advise on our strategies with respect to information technology, business continuity planning and cybersecurity. Finally, in addition to its organic growth, Camgian's growth has been supported by acquisition. We believe that Dr. Butler's experience in this regard enables him to provide valuable insights with respect to the opportunities and risks associated with our mergers and acquisitions activity.

Name Age Class Background, Qualifications and Skills
Marshall H. Dickerson
Director since 1996
69 3
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
69 3
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
61 3
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
71 3
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.


Name	Age	Class	Background, Experience, Qualifications and Skills
John T. Foy Director since 2004	74	3	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, Mr. Foy 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.
Richard L. Heyer, Jr. Director since 2002	65	3	Background: Dr. Heyer has been a physician and employee of Tupelo Anesthesia Group, P.A. since 1989, where he was formerly a partner. 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	66	3	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, and serves as chairman of the company's audit committee. 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 44-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.

Name Age Class Background, Qualifications and Skills
Michael D. Shmerling
Director since 2007
62 3
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.
Director Compensation

~~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 and Waycaster, do not receive additional compensation for services rendered as directors.

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 non-employee directors. The compensation committee reviews the Pearl Meyer information and recommends ~~the compensation for our non-employee directors;~~to our full board the level of ~~directors approves or modifies~~non-employee director compensation for the ~~recommendation.~~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~~meeting, except that for 2022 the modifications took effect on January 1 because the board elected to eliminate per-meeting fees as a component of non-employee director compensation effective as of the start of the year.

Compensation for our non-employee directors is 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 Compensation Discussion and Analysis section below under the heading “Compensation Committee Practices - 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 ~~also~~the same, except that we pay an additional retainer to our ~~employees receive no~~lead director, the chairs of Company and Bank committees and all of the members of the Bank’s credit review committee (due to the frequency that this committee meets). In 2021 meeting fees were the same for committee members, but chairs received an additional amount. We do not pay special or strategic compensation (such as for ~~their service as~~the 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 incurred~~or “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.~~2021.


2021 DIRECTOR COMPENSATION
Name	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
Gary D. Butler	$	69,750	$	65,201	$	—	$	1,290	$	136,241
Donald Clark, Jr.	55,250		65,201		3,076		1,290		124,817
John M. Creekmore	87,000		65,201		26,362		11,963		190,526
Albert J. Dale, III	85,500		65,201		930		11,219		162,850
Jill V. Deer	67,500		65,201		5,753		1,290		139,744
Marshall H. Dickerson(1)	28,500		—		—		4,148		32,648
Connie L. Engel	67,500		65,201		—		1,290		133,991
John T. Foy	82,500		65,201		—		2,034		149,735
R. Rick Hart(1)	21,375		—		1,209		675		23,259
Richard L. Heyer, Jr.	68,000		65,201		—		1,290		134,491
Neal A. Holland, Jr.	91,250		65,201		—		15,531		171,982
Michael D. Shmerling	70,875		65,201		—		11,219		147,295
Sean M. Suggs	62,250		65,201		305		1,290		129,046

2017 Director Compensation
Name 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
George H. Booth, II $ 42,167
$ 35,000
$ 3,136
$ 5,293
$ 85,596
Frank B. Brooks 57,167
35,000
2,816
7,725
102,708
Hollis C. Cheek 54,167
35,000
—
582
89,749
Donald Clark, Jr. 20,500
29,167
—
134
49,801
John M. Creekmore 68,667
35,000
3,580
9,395
116,642
Albert J. Dale, III 69,167
35,000
—
6,376
110,543
Jill V. Deer 49,917
35,000
337
582
85,836
Marshall H. Dickerson 59,167
35,000
—
7,725
101,892
John T. Foy 57,917
35,000
—
7,725
100,642
Richard L. Heyer, Jr. 45,917
35,000
2,425
582
83,924
Neal A. Holland, Jr. 74,292
35,000
—
582
109,874
J. Niles McNeel 46,667
35,000
—
7,725
89,392
Hugh S. Potts, Jr. 41,667
35,000
532
7,725
84,924
Fred Sharpe 49,167
35,000
74
582
84,823
Michael D. Shmerling 54,667
35,000
—
7,054
96,721

(1)Messrs. Dickerson and Hart retired from our board effective as of the 2021 annual meeting of shareholders.

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~~in 2021. Fees may be voluntarily deferred under our Deferred Stock Unit Plan or ~~Directors’~~ Deferred ~~Fee~~Income Plan, which are described ~~below.~~below:

•We paid the following retainers, prorated in the form of equal monthly payments:

•All directors received aan annual retainer in the amount of ~~$35,000;~~$50,000;

•Our lead director received an additional retainer in the amount of ~~$12,000;~~$15,000;

•The chair of the audit committee received an additional retainer in the amount of ~~$6,000; and~~

~~The~~$10,000, the chairs of the executive, compensation ~~nominating~~ and ~~loan~~nominating committees each received an additional retainer in the amount of ~~$3,000.~~$7,500 and the chair of the Bank's credit review committee received an additional retainer in the amount of $6,000; and

~~We also paid the following meeting fees:~~

~~Committee chairs who do not receive a retainer for acting as such receive $750 for each meeting chaired; and~~

~~Committee members receive~~•Members received $500 for each meeting they ~~attend.~~attended and committee chairs who did not receive an additional retainer received $750 for each meeting chaired (including meetings of Bank committees).

~~During 2017, each~~•Each 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,~~met, 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,~~27, 2021, each director ~~with the exception of Mr. Clark,~~ received a time-based restricted stock award of ~~812~~1,555 shares of our common stock ~~which is subject to one-year vesting and~~that will vest at the ~~2018 annual meeting. Mr. Clark, who was appointed to our board in July 2017, received a prorated time-based restricted stock award, which will vest at the 2018 annual meeting.~~2022 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 - Stock Compensation.” Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note ~~14,~~13, “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~~2021 for ~~details regarding~~a discussion of 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~~Income 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. ~~Mr. Potts is a participant~~Our non-employee directors do not participate in a ~~legacy~~ pension plan under which all benefits ceased to accrue in 2008. Column D does not include the $1,371 change in the actuarial present value of his accumulated pension plan benefit determined as of December 31, 2017.or similar arrangement.

•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; amounts~~plans 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 (reported in Column B), 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 premiums~~premium that ~~would be paid by the Company if the director were an active employee; and~~we 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.

~~During 2017, the~~The Bank ~~maintained~~maintains 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~~Income Plan. Under the ~~Deferred Stock Unit~~DSU Plan, deferred ~~retainer and fees~~amounts are credited to a bookkeeping account that is deemed invested in units representing shares of our common stock and ~~are~~is 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.~~price of our common stock. Under the ~~Directors’~~ Deferred ~~Fee~~Income Plan, deferred retainer and fees are notionally invested ~~by each director~~ in investment alternatives substantially similar to those offered under our 401(k) plan ~~and~~or in the Moody’s ~~Average~~Composite Yield on Seasoned Corporate ~~Bond Rate,~~Bonds, which was ~~3.78%~~2.93% in ~~2017.~~2021. Benefits under either plan are payable when a director ceases to serve as a member of ~~the~~our board ~~or attains a specified age~~ and may be paid in a lump sum or installments. Under the ~~Deferred Stock Unit~~DSU Plan, ~~deferred amounts~~benefits are paid in the form of shares of our common stock; under the Deferred ~~Fee~~Income Plan, ~~deferred amounts~~benefits are paid in cash.

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~~Messrs. McGraw and Waycaster appears above in the “Board Members and Compensation” section under the heading “~~Members~~“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, Mabry, Chapman ~~Hart~~ and Perry, as well as Messrs. Cochran and ~~Mr.~~ Jeanfreau, each of whom is party to an employment agreement.



Name			Age	Position
Tracey Morant Adams			56	Our 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.
James R. “Bo” Baxter, III			38	Our and the Bank’s Chief Risk Officer since July 2021. From May 2016 until July 2021, Mr. Baxter served as Executive Vice President and Chief Compliance Officer of the Bank. Prior to joining us and the Bank, Mr. Baxter served as an Examiner with the State of Mississippi’s banking department and and attorney at Balch and Bingham LLP.
Kevin D. Chapman			4246	Our Executive Vice President since January 2011 and Chief ~~Financial~~Operating Officer since ~~October 2011; Mr. Chapman will also assume the role of Chief Operating Officer on~~ May 1, 2018. Mr. Chapman served as our and the Bank’s Chief Financial Officer from October 2011 until August 2020 and 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~~Operating Officer of the Bank since ~~October 2011. Mr. Chapman~~May 2018. Since May 2018, he has also served as ~~Chief Strategy Officer~~a director 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.Bank.
J. Scott Cochran			5458	Our Executive Vice President since April ~~2007~~2007; he has served as Chief Core Banking Officer since August 2020; prior to that role, Mr. Cochran 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~~2012.
Kelly W. Hutcheson			39	Our and the Bank’s ~~Corporate Banking Division from~~Chief Accounting Officer since March ~~2005 to April 2007.~~2017. Prior to ~~March 2005, he served as Senior Commercial Lending Officer of the Bank.~~
~~Stephen M. Corban~~	62	~~Our 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. Gray~~	61	Our 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, hethat time, she served as the Bank’s ~~Chief Operations Officer.~~Senior Accounting Managersince 2011. Prior to joining Renasant in 2011, Ms. Hutcheson was a Certified Public Accountant with KPMG, LLP, serving clients in various industries throughout the southeastern United States.
Mark W. Jeanfreau			4347	Our and the Bank’s General Counsel since January 2020 and our Executive Vice President since September 2017; he has also served as a Senior Executive Vice President of the Bank since September 2017 and as the Chief Governance Officer of the Bank since July 2021. Prior to his assumption of the General Counsel position, Mr. Jeanfreau served as Governance Counsel of the Bank ~~over the same period.~~since September 2017. 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. Johnson~~James C. Mabry IV			64	Our and the Bank’s Chief Financial Officer since August 2020; he has also served as our 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 asand a Senior Executive Vice President of the Bank over the same period. Prior to joining Renasant, Mr. Mabry served as Executive Vice President of Investor Relations and Mergers/Acquisitions for South State Corporation, beginning in August 2015. Prior to that role, Mr. Mabry served as a managing director of Keefe, Bruyette and Woods, a Stifel Company, leading mergers and acquisitions, strategic advisory and capital markets services for banking companies.


Name	Age	Position
David L. Meredith	55	Our Executive Vice President since ~~June 2005~~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 ~~as Cashier and Chief Financial~~Co-Chief Credit Officer of the ~~Bank from April 1996~~Bank. From October 2013 until ~~January~~August 2015, ~~serving together with Mr. Chapman as~~he was Executive Vice President and Chief ~~Financial~~Credit Officer for the Eastern Division of the Bank. Mr. Meredith was Executive Vice President and Senior Credit Officer from January 2010 until October 2013.
Curtis J. Perry	59	Our Executive Vice President and the Bank's Chief Corporate Banking Officer since June 2019. Prior to joining Renasant, Mr. Perry worked in a similar role at Synovus Bank ~~from 2012 to 2015.~~since 2009.
W. Mark Williams	5559	Our Executive Vice President since July 2011; he has also served as Senior Executive Vice President since July 2014 and Chief Operations Officer since January 2020. Prior to his role as Chief Operations Officer, Mr. Williams served as the Bank’s Chief Banking Systems Officer ~~of the Bank~~ since July 2014. ~~Mr. Williams~~He 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.~~



~~Name~~	~~Age~~	~~Position~~
~~Mary John Witt~~	58	Our 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.

COMPENSATION DISCUSSION AND ANALYSIS

~~The named executive officers,~~This Compensation Discussion and Analysis section, or ~~“named executives,” whose compensation is administered by the compensation committee and determined under~~CD&A, describes our executive compensation program ~~are:~~for 2021, which is administered by our compensation committee. As more fully explained in this section, our program consists of four components: base salary, annual performance-based cash awards, time-based equity awards and performance-based equity awards.

Named Executive Officers. For 2021, the named executive officers of the Company (referred to interchangeably as our “named executives” or our “NEOs”) whose compensation was determined under our program were:



Named Executive		Title
E. Robinson McGraw		~~Chief~~ Executive ~~Officer~~
~~Kevin D. Chapman~~	~~Chief Financial Officer~~Chairman
C. Mitchell Waycaster		President and Chief Executive Officer
James C. Mabry IV		Chief Financial Officer
Kevin D. Chapman		Chief Operating Officer
~~R. Rick Hart~~		~~Executive Vice President~~
Curtis J. ~~Scott Cochran~~Perry	Executive Vice President

~~MODIFICATIONS TO OUR EXECUTIVE COMPENSATION PROGRAM~~

~~In 2017, we made two changes~~2021 Highlights. The COVID-19 pandemic continued to impact our ~~executive compensation program, intended to address and mitigate compensation risk and to bolster the alignment of our executives’ financial interests~~operations in 2021. Informed with ~~the delivery of long-term shareholder value.~~

~~Increased Focus on Compensation Risk.~~ In 2017, the board of directors organized an incentive 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 is to oversee all of our incentive compensation plans (both cash and equity) to ensure that these arrangements balance risks and financial rewards in 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 posedanalysis provided 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, the compensation committee recommended, and the full board approved, modifications to our performance incentives that are intended to strengthen the alignment between our executives and shareholders. We made these modifications after studying the incentive compensation of our peers 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,~~the compensation committee considered the ongoing impact of the COVID-19 pandemic on our operations and whether it was appropriate to make adjustments to our compensation program or ~~Pearl Meyer,~~our results under the performance measures. Ultimately, the committee decided to retain its longer-term focus on shareholder alignment and retention. It did not adjust the 2021 performance measures or the performance goals, nor did it elect to adjust our results of operations for ~~its advice and assistance~~purposes of determining the extent to which performance goals were achieved. The chart below highlights some of the committee's decisions; more information may be found later in ~~designing our incentive compensation for 2018. For awards made in 2018 and later years that include performance incentives:~~this CD&A.



~~Modification of Annual Cash Incentives~~
	~~Change:~~	Return on tangible common equity, ROTCE, relative to a performance peer group (discussed below) will be an additional performance metric; earnings per share, EPS, and net revenue per share, NRPS, will be retained as additional metrics and will continue to be measured on an absolute basis.


	~~Purpose:~~	ROTCE is a measure of 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.



~~Modification of Equity Incentives~~
	~~Changes:~~			Ÿ	~~The performance cycle has been increased from one year to three years.~~
		Ÿ	New performance metrics will be ROTCE, return on tangible assets, or ROTA, and total shareholder return, or TSR, all of which will be measured relative to our performance peer group. (Previously, the performance metrics for our annual cash and equity incentives were the same.)


	~~Purposes:~~	Ÿ	~~The longer performance cycle is intended to more specifically focus on and reward our long-term performance and to more closely align our practices with those of our peer group.~~


		Ÿ	The new metrics, which are intended to complement the longer performance cycle, broaden the criteria we use to measure our success and align our metrics with those now considered by us to be “best practices.” By comparing ROTCE, ROTA and TSR to a 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.

2021 Highlights
				Base salaries were not increased (with the exception of an increase for Mr. Perry).
~~Performance Peer Group~~			Payouts for performance-based compensation (annual cash awards and equity compensation with a performance cycle ending December 31, 2021) were not adjusted to reflect the impact of the COVID-19 pandemic.
			~~Change:~~	~~For metrics that measure relative~~No changes were made to the terms of outstanding performance-based compensation (equity awards with 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.”~~cycles ending after 2021).


	~~Purpose:~~	~~Use of a broader peer group is intended~~Strategic time-based awards were made to more accurately judge performance by including institutions that share many 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, acquisitions and other factors.



	promote retention.

~~SAY-ON-PAY~~Say-on-Pay

At our ~~2017~~2021 annual meeting, approximately ~~29.2 million votes (or about 95.1%~~97.1% of all votes ~~cast)~~cast were cast in favor of our non-binding resolution approving the compensation paid to our ~~named executive officers in 2016.~~NEOs during 2020. The compensation committee considered this vote to be an endorsement of our compensation program, including our balance between cash and equity and between ~~performance-~~performance-based and ~~non-performance-based~~fixed compensation. At our ~~2018 annual meeting,~~2022 Annual Meeting, shareholders are being asked to adopt a similar non-binding resolution approving the compensation paid to our ~~named executive officers~~NEOs in ~~2017,~~2021, as discussed in more detail below in the “Proposals” section under the heading “~~Proposal~~“Proposal 2 - Advisory Vote on Executive ~~Compensation~~.Compensation.”

~~BASIC OBJECTIVES OF OUR COMPENSATION PROGRAM~~

~~In 2017, our executive compensation program continued to focus on the alignment of the financial interests~~Purposes of our ~~executives with those of~~Compensation Program

The compensation committee has designed our ~~shareholders, by tying the value of~~ compensation to our long-term and short-term performance and by ensuring adequate levels of variable and performance-based pay. Financial information illustrating the relationship 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:

program:



~~Base Salary~~	Ÿ	~~Competitive fixed pay;~~
	Ÿ	~~Determined using individual factors, such as responsibilities, performance, experience, and strategic impact;~~

	Ÿ	For Mr. McGraw, who possesses the greatest ability to impact performance, base salary is targeted at no more than 35% of his total compensation; for other officers, base salary is targeted at no more than 50%.


~~Annual Cash Incentives~~	Ÿ	~~Short-term performance-based cash incentive;~~
~~Annual Cash Incentives~~	Ÿ	~~Directly aligns pay with the delivery of shareholder value;~~
	Ÿ	~~Targeted at approximately 25% of compensation.~~

~~Equity Incentives~~	Ÿ	~~Emphasizes longer-term Company performance;~~
	Ÿ	~~May be structured as time-based or performance-based;~~
	Ÿ	~~Targeted 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 be 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:



•To align our compensation practices with the delivery of shareholder value	•To drive positive operational and performance results using significant performance-based awards	•To provide total compensation that is substantial enough to act as a retention device

Our compensation program provides substantial variable compensation opportunities, with adequate levels of fixed compensation (variable compensation referring to opportunities that are directly linked to the performance of the Company or the value of Renasant stock). We use variable compensation to address shareholder alignment and to

drive our financial results; fixed compensation is used to address the predictable and recurring financial needs of our executives. The table below provides more information about the structure of our program.


			FORM			FEATURES		OBJECTIVES
Fixed Compensation			Base Salary			•Determined annually •Based on individual performance (subject to broader Company goals), internal pay equity and peer group practices at or near the median		•Provides a source of predictable income

Variable Compensation
~~Pay Element~~Performance-Based Cash Awards	~~Objectives~~ •Annual cash bonus, with the amount contingent on attainment of relative and ~~Features~~absolute performance measures			~~Pay Element~~			~~Objectives and Features~~
~~Base Salary~~	Ÿ	~~Provides competitive~~ •Aligns pay and ~~balance for variable compensation~~	~~Cash Award~~		Ÿ Ÿ	~~Directly links compensation and our~~short-term Company performance ~~Payouts based on threshold, target or superior performance~~

			Performance-Based Equity Awards
				~~Performance-based restricted stock~~	Ÿ Ÿ•Shares are issued in a “target” amount at the beginning of a three-year performance cycle and relative performance measures are designated, with final payouts contingent on actual performance during the cycle	~~Directly links compensation~~•Aligns pay and ~~our~~long-term Company performance ~~Payouts based on threshold, target or superior performance~~

			~~Time-based restricted stock~~Time-Based Equity Awards			Ÿ Ÿ•Shares are issued at the beginning of a service-based vesting period, with vesting subject to continuous employment during the period		~~Incentive to create and sustain long term shareholder value~~•Acts as a retention device ~~Used to accomplish strategic goals~~

~~“At-risk”~~Pay for Performance. Our variable compensation is ~~a type of variable compensation, the amount of which is directly tied~~primarily performance-based, with some time-based opportunities that are intended 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~~be strategic 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~~.”

address retention. The following charts ~~below~~ illustrate the ~~2017 total direct~~components of compensation ~~mix (fixed and variable)~~ for ~~Mr. McGraw~~2021 for our chief executive officer and the average for our other ~~named executives,~~NEOs, assuming performance at target ~~levels of performance.~~levels.

Total Variable Compensation: 72.2% Total Variable Compensation: 65.9%

n Fixed - Base Salary

n ~~Variable/Strategic~~Variable - Time-based Equity

n ~~Variable/At-Risk~~Variable - Performance-based Equity

n ~~Variable/At-Risk~~Variable - Performance-based Cash

~~Employment Agreements.~~More detailed information about the nature and amount of compensation we paid to our NEOs and payouts for performance-based compensation is provided below under the heading “2021 Compensation Decisions.” Additional information illustrating the relationship of pay and performance is included above in the Proxy Summary ~~We have entered into employment agreements~~section.

Compensation Committee Practices

The compensation committee has adopted a number of practices that are intended to support alignment with ~~each~~our shareholders, mitigate compensation risk, ensure that the committee receives independent advice and otherwise advance the Company’s financial and strategic goals. This portion of the CD&A describes the most important of these practices.

Shareholder Alignment. Significant changes to the structure of our ~~named executives.~~variable compensation opportunities were completed in 2020. The ~~agreements are~~changes, summarized below, were primarily intended to ~~promote retention, impose standard covenants that protect our property~~advance a longer-term and ~~business and ensure that the compensation for each of our named executives remains relatively consistent. In 2017, we:~~broader perspective on compensation.

~~Amended Mr. McGraw’s employment agreement~~


Change	2018	2019	2020
Lengthened Performance Cycles	Performance cycles were increased from one to three years for equity incentives, ensuring that longer-term performance is fully reflected in our compensation decisions	Transition from one-year to three-year cycles completed
Changed Performance Measures	Performance measures for cash and equity incentives were differentiated, ensuring that compensation decisions reflect a broader range of results
Introduced Relative Performance Measures	Performance measures were further differentiated between absolute and relative performance, ensuring that compensation decisions reflect Company performance and performance relative to a peer group
Increased Stock Ownership Requirements		Increased stock ownership requirements for our CEO to 500% of base salary	Increased stock ownership requirements for our NEOs (other than our CEO) to 250% of base salary

In addition to ~~reflect his transition~~structural changes, our equity incentives are subject to ~~executive chairman of~~limitations, described below, that promote 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~~.”

~~Benefits and Perquisites.~~ ~~Our executive compensation program focuses on the delivery of appropriate levels of direct compensation, with the view that each~~continued alignment of our 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 2017 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.~~

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

~~Two voluntary executive savings plans, our Deferred Stock Unit Plan,~~shareholders even after vesting has occurred 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, we do not contribute to these arrangements.

~~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 can be found in the~~ ~~2017 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:

performance cycle has ended.

~~Characteristics~~Stock Ownership Guidelines

~~Range~~

~~Median~~

~~Company Characteristics~~

~~(as~~Stock ownership guidelines apply to our NEOs and other executive officers and were increased in 2019 and 2020. As of ~~December 31, 2016)~~

January 1, 2022 the stock ownership of each of our NEOs exceeded the applicable guidelines.

~~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~~

~~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 Bancorp~~NEO

~~Pinnacle Financial Partners, Inc.~~Ownership Guidelines

Renasant Stock Owned(1)

~~BancFirst Corporation~~

~~Republic Bancorp, Inc.~~

Mr. Waycaster

500% of base salary

677

~~BancorpSouth, Inc.~~

~~ServisFirst Bankshares, Inc.~~

Mr. Mabry

250% of base salary

460

~~Bank~~

Mr. McGraw

250% of ~~the Ozarks, Inc.~~base salary

~~Simmons First National Corporation~~1,374

~~Capital Bank Financial Corp.~~

~~South State Corporation~~

Mr. Chapman

250% of base salary

526

~~FCB Financial Holdings, Inc.~~

~~Texas Capital Bancshares, Inc.~~

Mr. Perry

250% of base salary

262

~~First Financial Bankshares, Inc.~~

~~Trustmark Corporation~~

~~Home BancShares, Inc. (Conway, AR)~~

~~United Bankshares, Inc.~~(1)

We include shares directly and indirectly owned, including shares subject to time-based restrictions, shares owned by immediate family members and shares owned through our 401(k) and DSU plans; we exclude shares that are pledged or subject to performance measures.

~~Iberiabank Corporation~~

~~United Community Banks, Inc.~~

~~Old National Bancorp~~

~~WesBanco, 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.

~~COMPENSATION COMMITTEE PROCESS AND RISK MITIGATION PRACTICES~~31

~~Risk Management and Compensation Governance.~~ The committee has adopted a number of compensation 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:

Equity Retention

~~Practices That We Have Implemented~~

~~Clawback Policies~~

We 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 contributed to the restatement. We maintain a separate clawback policy that applies to performance-based compensation awarded under either the PBRP or 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 Guidelines~~

~~We have implemented stock ownership guidelines under which our executive officers are required to beneficially own common stock having a fair market value not less than:~~

~~Chief Executive Officer~~

~~200% of base salary~~

~~Other Named Executive Officers~~

~~150% of base salary~~

~~All Other Executive Officers~~

~~100% of base salary~~

~~As of December 31, 2017 the stock ownership of each of our named executives substantially exceeded the share ownership amounts set forth in the guidelines:~~

~~Executive~~

~~Common Stock Beneficially Owned (% of Base Salary)~~

~~Mr. McGraw~~

~~1,175%~~

~~Mr. Waycaster~~

~~557%~~

~~Mr. Chapman~~

~~571%~~

~~Mr. Hart~~

~~645%~~

~~Mr. Cochran~~

~~556%~~

~~Holding Period for LTIP Awards~~

~~As a condition of awards under our LTIP, an executive~~Our NEOs must hold ~~“net shares”~~Renasant stock for a period of two years ~~after vesting. This~~following vesting or the end of a performance cycle. The requirement applies to the full number of shares that vest or are finally awarded, net of shares withheld for the payment of taxes. During this holding period, the shares cannot be sold, pledged, mortgaged or otherwise disposed of. The requirement is waived only in the event of death, disability, retirement or ~~disability or upon~~ the ~~occurrence~~consummation 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 Benefits~~

All 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.

~~Practices That We Prohibit~~

Anti-Hedging and Pledging

~~We have implemented an anti-hedging and pledging policy under~~Our NEOs are subject to the Company’s Hedging Policy, which ~~our named executives (and~~prohibits our directors, officers and ~~certain other employees) cannot enter into a transaction~~employees, including our NEOs, from engaging in transactions that ~~has~~have the effect of hedging the economic risks associated with the ownership of ~~our common~~Renasant stock. ~~The~~Although the policy ~~also discourages~~does not absolutely prohibit pledging, we discourage the ~~pledging of our common stock. If an executive decides to pledge common~~practice, and any stock ~~those shares~~that is pledged 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 Discretion~~

~~We limit the compensation committee’s discretion with respect to outstanding equity awards in two ways:~~

~~Discretionary vesting of equity awards is not permitted under the LTIP.~~

In 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.

Risk Mitigation Practices. Our compensation program includes safeguards, summarized below, designed to mitigate compensation risk and to otherwise avoid unsafe and unsound compensation practices. The Corporate Governance and the Board of Directors section above under the heading “Role of the Board in Risk Oversight” provides additional information about actions the compensation committee has taken to identify, assess and mitigate risks posed by our compensation arrangements.



Clawback Policies		Our full board has adopted, and the compensation committee administers, clawback policies that permit us to reduce or recover performance-based compensation if we are required to restate our financial results and the amount of the compensation would be less based on the restatement. The policies address both cash and equity awards.

Double Trigger for Change in Control Benefits		The payment of change in control benefits is contingent on a double trigger: if a change in control of the Company is consummated (the first trigger), an executive’s employment must be terminated within two years following the consummation either involuntarily without cause or on account of a constructive termination (the second trigger). Definitions of the terms “cause” and “constructive termination” may be found below in the Compensation Tables section under the heading “Payments and Rights on Termination or Change in Control.”

No Tax Gross Ups		The committee does not approve or enter into agreements ~~or approve payments~~ that, ~~will,~~ directly or indirectly, result in tax gross ~~up payments.~~ups, with the exception of a legacy contractual obligation for Mr. McGraw’s ~~current employment agreement has a tax gross-up provision,~~car allowance and ~~Mr. Hart’s current employment agreement includes a “best net” provision. As part~~the gross up of ~~Mr. McGraw’s transition to executive chairman and Mr. Hart’s transition to chairman~~disability insurance premiums for our NEOs. For 2021, the aggregate amount of ~~our Middle Tennessee division, these legacy provisions will be eliminated effective May 1, 2018.~~all gross ups was $14,017; individual amounts are reflected below in the Compensation Tables section in the “All Other Compensation” column of the 2021 Summary Compensation Table.




	Timing of Equity Awards		Equity ~~compensation~~ awards are made at meetings of our compensation committee and board ~~which~~that 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.

Limits on Performance-Based Payouts		To ensure that total compensation remains at appropriate levels and that performance-based compensation is not excessive, the committee sets maximum payouts that apply regardless of the level of performance.

Exercise of Negative Discretion		The committee has the discretion to reduce the amount of any performance-based payout, whether cash or equity, if appropriate, to reflect factors unrelated to Company-wide performance, such as internal pay equity, individual performance, the scope or nature of individual responsibilities or otherwise to ensure that payout levels remain consistent with the purposes of our executive compensation program.

~~Compensation Consultant~~.Independent Advice. For ~~2017,~~2021 the committee ~~retained~~continued its relationship with Pearl Meyer ~~to serve~~ as its independent executive compensation adviser. The charter of the compensation committee requires the committee to consider whether its advisers are independent ~~under~~based on the factors set forth in the Nasdaq Listing Rules, and the committee ~~has~~

determined that Pearl Meyer was independent ~~in 2017.~~during 2021. Pearl Meyer works at the direction of the committee, and the decision to retain Pearl Meyer was at the sole discretion of the committee.

At the end of 2016, Pearl Meyer recommended changes to the composition of 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. No additional services were Services provided by Pearl Meyer are described below under the heading “Decision-Making Process for 2021” and above in the Board Members and Compensation section under the heading “Director Compensation.” Otherwise, Pearl Meyer did not provide any additional services to the committee or the ~~Company.~~Company in 2021.

~~Information furnished by~~Peer Groups. For 2021 we used two peer groups:

•A “compensation peer group” to evaluate whether our total compensation remains fairly competitive and is generally “in line” with other opportunities that may be available to our executive team; and

•A “performance peer group” to measure the relative performance of the Company for certain performance measures.

The compensation committee reviews the composition of the two groups annually, with the advice of Pearl Meyer. Adjustments are made periodically to reflect changes to our characteristics (asset size, geographic footprint, etc.) and to otherwise ensure that each peer group continues to be an effective measurement tool.

The compensation peer group consists of financial institutions that are located in the south and southeast regions and that serve communities similar in size to those in which we operate. These parameters are intended to avoid the bias toward higher compensation levels that ordinarily predominate in financial centers and larger metropolitan areas (that is, our parameters mitigate against higher total compensation). The compensation committee approved the compensation peer group in the fall of 2020, when it began the process of determining 2021 compensation levels. The 24 institutions included in the group had the following characteristics at the time the group was determined:

Characteristic

Range

Median

Renasant Characteristics

Total assets

$7.2 billion - $37.7 billion

$16.9 billion

$14.9 billion

Market value of stock

$816 million - $3.4 billion

$1.8 billion

$1.3 billion

Net income (loss)

$(360 million) - $307 million

$150 million

$98 million

For 2021, Pearl Meyer recommended that, to create a compensation peer group not only with median assets similar to ours but also large enough to allow for consolidation in the industry, FB Financial Corporation and Southside Bancshares, Inc. be added to the group. The compensation committee concurred with this recommendation. In addition, CenterState Financial Corporation was removed due to its acquisition. The financial institutions in our compensation peer group for 2021 were:


Ameris Bancorp			Pinnacle Financial Partners, Inc.
Atlantic Union Bankshares Corporation			Seacoast Banking Corporation of Florida
BancFirst Corporation			ServisFirst Bankshares, Inc.
BancorpSouth Bank			Simmons First National Corporation
Bank OZK			SouthSide Bancshares, Inc.
Cadence Bancorporation			SouthState Corporation
FB Financial Corporation			TowneBank
First Financial Bankshares, Inc.			Trustmark Corporation
Hilltop Holdings Inc.			United Bankshares, Inc.
Home BancShares, Inc. (Conway, AR)			United Community Banks, Inc.
Independent Bank Group, Inc.			Veritex Holdings, Inc.
Old National Bancorp			WesBanco, Inc.

Our performance peer group consists of more than 40 institutions, representing all U.S. publicly-traded financial institutions with assets between $10 billion and $20 billion, regardless of geographic location. 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 (increased compensation opportunities) that would be created using some of the smaller institutions that are included in our compensation peer group. When we use our performance peer group to measure relative performance, the compensation committee relies on information obtained from independent third parties who compile results of operations and other relevant financial information for us and our peers.

Benchmarking. Benchmarking refers to the practice of setting total compensation or one or more components of compensation with reference to the compensation practices of other financial institutions. The compensation committee believes benchmarking is ~~one factor~~not appropriate, whether with respect to total compensation or any element of compensation. Instead, the committee ~~uses~~evaluates practices across our compensation peer group, believing that our executives should be generally paid total compensation that is at or near the median of this group when ~~it makes decisions~~performance is measured at target levels. The committee believes that this level is sufficient to act as a retention device, while ensuring that compensation levels do not become excessive.

Employment Agreements. We have entered into employment agreements with our NEOs. The agreements are primarily intended to promote retention, impose standard restrictive covenants that protect our property and business and provide compensation opportunities that are relatively consistent for each of our NEOs. More information about ~~compensation; other factors are described elsewhere~~the terms of these employment agreements can be found below in ~~this CD&A.~~the Compensation Tables section under the heading “Payments and Rights on Termination or Change in Control.”

Tax Considerations. Under 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-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 of Section 162(m).

~~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. Effective as of January 1, 2018, all~~we cannot deduct compensation paid to ~~a covered employee~~our NEOs that is in excess of $1 million, regardless of the form of the compensation. Because the compensation committee believes that our executive compensation program should be structured to broadly advance the Company’s objectives, the Section 162(m) limit (and the potential loss of a tax deduction) is ~~non~~only one of the factors that the committee considers when it makes determinations.

Benefits and Perquisites. -Our executive compensation program focuses on the delivery of appropriate levels of direct compensation, with the view that our NEOs 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 2021 our NEOs had access to the following benefits and perquisites:

•~~deductible. The committee expects~~Insurance-type group benefits that ~~this change may provide more flexibility~~are generally available to ~~design performance-based awards, which will remain~~all employees of the Company, including health and dental coverage and life and disability benefits. Our NEOs are also provided additional life and disability insurance coverage through group policies.

•A broad-based 401(k) plan, including a ~~substantial~~Company matching contribution. For 2021, as part of our efforts to reduce noninterest expense, on our CEO’s recommendation our NEOs and other senior executive ~~compensation program. As~~officers were excluded from the profit-sharing contribution.

•Two voluntary deferral plans, our DSU Plan and our Deferred Income Plan. With the exception of a contribution for the benefit of Mr. McGraw, we do not contribute to these arrangements.

•Dues 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 below in the ~~past,~~Compensation Tables section under the ~~committee’s primary concern will~~headings “Pension Benefits” and “Non-Qualified Deferred Compensation”; information about the types and value of the perquisites provided to our NEOs can be found in the 2021 Summary Compensation Table in the “All Other Compensation” column.

Decision-Making Process for 2021

Committee Meetings. To establish the compensation paid to ~~ensure that any payment advances~~our NEOs with respect to the ~~objectives of our~~2021 fiscal year, the compensation ~~program, with~~committee met three times in 2020, four times in 2021 and once in 2022 (there were additional meetings on other matters). The following table illustrates the ~~potential deductibility of compensation remaining a secondary concern.~~decision-making process used to determine 2021 compensation:


Determining Base Salary Adjustments	Determining Performance-Based Compensation	Determining Other Strategic Compensation
•At the end of 2020, Mr. Waycaster recommended that all NEO salaries remain flat in 2021 as compared to 2020 levels, other than Mr. Perry's. •The committee reviewed peer group information provided by Pearl Meyer and Mr. Waycaster’s recommendation and elected to not increase salaries (other than Mr. Perry's). •The recommendations of the committee were approved by the non-employee members of our board of directors.	•At the end of 2020, the committee reviewed possible performance measures and selected the measures described later in this CD&A. •Management recommended possible threshold, target and superior performance levels based on the committee’s direction and Renasant’s 2021 budget. •The committee reviewed performance levels recommended by management and the peer group compensation report provided by Pearl Meyer and (1) set the amount of performance-based compensation for our NEOs; (2) determined the amount payable in Renasant stock and cash; and (3) determined performance measures and individual performance levels for the 2021 fiscal year. •The recommendations of the committee were approved by the non-employee members of our board of directors. •In early 2022, the committee reviewed 2021 fiscal year performance and certified payouts.	•At the end of 2020, the committee recommended time-based stock awards to our board. •The recommendations of the committee were approved by the non-employee members of our board of directors. •At the end of 2021, the committee reviewed the likely outcome of equity incentives vesting at year-end (which were awarded as part of 2019 compensation), the impact of our long-term balance sheet management strategies on the applicable performance metrics and the effect of labor market conditions on retention. •In early 2022, the committee recommended, and the non-employee members of our board of directors approved, an additional retention award for our senior executives other than Messrs. Mabry and Perry.

Management Involvement Inin Compensation ~~Decisions~~.Decisions. ~~Mr. McGraw, who is our~~Our chief executive officer is expected to regularly ~~evaluates~~evaluate and ~~recommends~~recommend base salary adjustments for our executive officers, other than himself. In addition, ~~Mr. McGraw,~~ with the assistance of management, he regularly provides data and analysis about Company and individual performance ~~which is used~~for use by the ~~committee~~committee. The chief executive officer is also expected to ~~determine base salary adjustments and potential payouts for our executives. Mr. McGraw also monitors~~monitor our perquisites and benefits to ensure that they remain competitive and consistent with the goals of our compensation program. Although our ~~named executives~~NEOs frequently attend meetings at the request of the compensation committee, ~~during 2017~~ a portion of each of the committee’s meetings held to determine 2021 compensation levels was in executive session without management present. ~~During these sessions the committee made its individual compensation decisions.~~

~~Meetings and Decision-Making Process.~~Executive Compensation Adviser. Our compensation committee met three times in 2016, seven times in 2017 and once in 2018 to set fiscal year 2017 compensation and to determine payouts under the PBRP and the LTIP for the 2017 fiscal year. The following table illustrates the decision-making process used to set and determine compensation for the 2017 fiscal year:



~~Determining Base Salary~~ ~~Adjustments~~		~~Determining Performance-Based~~ ~~Compensation~~		~~Determining Strategic Compensation~~
Ÿ Ÿ Ÿ	~~At the end of 2016, 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.~~ ~~The committee’s recommendations were ratified by the non-employee members of our board of directors.~~	Ÿ Ÿ Ÿ Ÿ Ÿ	~~The committee reviewed possible performance measures and selected diluted earnings per share and net revenue per share as the performance measures for 2017.~~ ~~Management calculated and recommended possible performance levels (threshold, target and superior) based on the Company’s 2017 fiscal year 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 2017 fiscal year. ~~The committee’s recommendations were ratified by the non-employee members of the board of directors.~~ ~~In 2018, the committee reviewed 2017 fiscal year performance and determined and certified payouts.~~	Ÿ Ÿ	~~At the end of 2016, the committee recommended time-based restricted stock awards to act as retention devices for executive officers who were subject to our succession plans.~~ ~~The committee’s recommendations were ratified by the non-employee members of our board of directors.~~

~~COMPENSATION DECISIONS MADE FOR 2017~~

~~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:

2017 BASE SALARY ADJUSTMENTS

Base Salary
(2017)

Base Salary
(2016)
% Increase
Mr. McGraw $ 800,000
$ 750,000
6.67 %
Mr. Chapman 425,000
375,000
13.33 %
Mr. Waycaster 510,000
450,000
13.33 %
Mr. Hart 508,000
496,000
2.42 %
Mr. Cochran 375,000
—
—

Mr. McGraw’s increase was intended to act as a retention device to ensure the completion of our succession plan and to recognize his long tenure with us. Upon Mr. McGraw’s transition to executive chairman on May 1, 2018, his salary will be reduced by 40%. Salary increases for Messrs. Chapman and Waycaster were intended to more closely align base salaryIn connection with the ~~median of~~committee’s 2021 compensation decisions, Pearl Meyer:

•Recommended changes to the financial institutions included in our compensation peer group and provided a review and analysis of the compensation levels and programs of companies within the peer group;

•Provided survey data about the compensation levels and components of compensation available for ~~similarly-situated executives. Upon Mr. Hart’s transition~~executives at our peers; and

•Provided advice with respect to ~~chairman~~our cash and equity incentives, including the structure and amount of ~~our Middle Tennessee division, his base salary will be reduced by 40%.~~the 2022 retention award described below.

Information that Pearl Meyer furnishes the committee is one factor it uses to make its decisions about compensation; other factors are described elsewhere in this CD&A.

~~Annual Cash Awards.~~Setting Performance Measures. ~~Annual~~Early in each fiscal year (or in December of the previous year), the compensation committee determines the performance measures for cash ~~awards are~~incentives made under the ~~PBRP. Payments to~~Performance Based Rewards Plan, or the “PBRP,” and equity incentives made under the 2020 Long-Term Incentive Compensation Plan, or the “2020 LTIP.” For our named executives, other than Messrs. Hart and Cochran, are based entirely on Company-wide performance, since these executives possess the ability to directly influence corporate-level results. Payments to Messrs. Hart and Cochran also consider regional performance, since each has primary responsibility for one of our banking regions.

Awards for 2017 were based on two Company-wide performance measures: diluted earnings per share, or EPS, and net revenue per share, or NRPS. These measures were determined on an absolute rather than relative basis. These are the sameNEOs, performance measures ~~used in 2016.~~are Company-wide measures, since our NEOs directly impact overall Company performance. The committee ~~used these measures because they believe that EPS~~evaluates performance at the end of the fiscal year and ~~revenue growth continue to be directly correlated to~~certifies performance. Payouts are contingent on the ~~delivery~~attainment of ~~shareholder value and that absolute performance more accurately measured the delivery of value in the economic and interest rate environment existing in 2017. As explained above under the heading “Modifications to our Executive Compensation Program,~~”~~an additional Company-wide measure has been added for 2018, and relative performance will be measured.~~

For Messrs. Hart and Cochran, regional performance was based on five performance measures: growth in net revenue, the ratio of noninterest expense to average assets, the ratio of net charge-offs to average loans, the ratio of loans 30-89 days past due to average loans, and the ratio of nonperforming loans to average loans.

threshold, target or superior performance. Target performance levels ~~for Company-wide measures~~ are ~~first~~ derived from our budget, as approved by the full board. ~~The~~Prior to adopting the annual budget, our budgeted results are ~~also~~ compared with ~~estimates obtained from~~guidance and forecasts made by independent investment analysts who regularly follow our performance ~~which provides~~and, if management deems it necessary, the budget is adjusted as appropriate. Any revisions to our budgeted performance result in changes to target performance levels, providing the committee with assurance that targeted levels represent substantial goals. ~~Target performance levels for the regional measures are derived from the budget for the respective region. For Company-wide and regional measures, threshold~~Threshold performance is set at approximately 5% below target, and superior performance is set at approximately 5% above target. ~~Potential~~

2021 Compensation Decisions

This section of the CD&A describes the specific decisions made by the compensation committee with respect to 2021 NEO compensation, including descriptions of salary adjustments, performance-based payouts and awards made in 2021 that will vest or be settled in later years. As explained more fully below, the committee continued to emphasize the long-term nature of our program and its relationship to actual performance.

2021 - Base Salary Adjustments. One of the Company’s primary objectives for 2021 was controlling noninterest expenses at all levels. Recognizing that salary and employee benefits make up the largest share of our noninterest expense, on Mr. Waycaster’s recommendation there were no increases in NEO base salaries from 2020 to 2021, with the exception of Mr. Perry. His salary was increased to more closely align his base salary with that of similarly-situated executives at peer institutions.


2021 BASE SALARY
	Base Salary (2021)		Base Salary (2020)
Mr. Waycaster	$	717,500	$	717,500
Mr. Mabry	525,000		525,000
Mr. McGraw	563,750		563,750
Mr. Chapman	563,750		563,750
Mr. Perry	461,250		435,625

Annual Performance-Based Cash Awards.

2021 Payouts. Annual cash awards are made under the PBRP and are contingent on Company-wide performance at threshold, target and superior ~~performance are~~levels, expressed as a percentage of each executive’s base ~~salary; there~~salary. There are no payouts for performance below ~~threshold. With~~threshold; maximum payouts are capped regardless of performance.

For 2021 the compensation committee elected to increase potential payouts at threshold, target and superior levels. Threshold payouts were increased by 2.5% of base salary, payouts for target performance were increased by 5%, and payouts for superior performance were increased by 10%. The committee’s purpose was to provide increases in annual cash compensation based solely on performance, rather than through base salary adjustments (which did not increase during 2021 except as to Mr. Perry). The following chart illustrates potential payouts expressed as a percentage of base salary.


2021 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY
	Threshold		Target		Superior
Mr. Waycaster	52.5	%	105	%	210	%
Mr. Mabry	37.5	%	75	%	150	%
Mr. McGraw	42.5	%	85	%	170	%
Mr. Chapman	37.5	%	75	%	150	%
Mr. Perry	32.5	%	65	%	130	%

Cash awards for 2021 were based on three performance measures: diluted earnings per share, or “EPS,” net revenue (that is, the sum of net interest income on a fully taxable equivalent basis and noninterest income) per share, or “NRPS,” and return on average tangible common equity, or “ROTCE.”

•EPS and NRPS are absolute measures (they measure only the performance of the Company). The compensation committee selected these measures because earnings and revenue growth directly correlate to shareholder value and are appropriately measured over an annual period.

•ROTCE is a relative measure (Company performance is compared to the performance of our performance peer group); the committee selected this measure because it reflects the profitable use of our capital and how effectively our capital is deployed, and it may be appropriately measured on an annual period. ROTCE is a “non-GAAP” financial measure. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about this measure as well as a reconciliation of ROTCE to its most comparable measure under GAAP.

EPS, NRPS and ROTCE are the same performance measures the compensation committee used in 2020, adjusted for 2021 as follows:

•The target level for EPS decreased because our budgeted EPS decreased (relative to 2020). Changes in our budget reflected the ongoing impact of the COVID-19 pandemic and the expectation that the Federal Reserve would maintain interest rates at the same levels as in 2020, negatively impacting loan yields and thus resulting in further compression of our net interest margin. Furthermore, our budget anticipated elevated levels of credit costs stemming from the continued impact of the pandemic on our borrowers.

•The target level for NRPS increased because our budgeted NRPS increased (relative to 2020), primarily because we anticipated the low interest rate environment would continue to drive increased production in our mortgage division.

•The target level for ROTCE remained the same because it measures relative performance.

The table below provides the weighting given to each performance measure, specific threshold, target and superior performance levels for each measure and our results for 2021 as certified by the compensation committee (expressed in absolute terms and as a percentage of target performance).


2021 COMPANY-WIDE PERFORMANCE MEASURES
Performance Measure	Weight		Threshold Performance	Target Performance	Superior Performance	2021 Performance
			Per share			Actual	Relative to Target Performance
Diluted earnings per share (EPS)	50	%	$1.95	$2.05	$2.15	$3.12	152	%
Net revenue per share (NRPS)	20	%	10.32	10.86	11.40	11.71	108	%
			Peer Percentile
Return on tangible common equity (ROTCE)	30	%	25th	50th	75th	40th	80%

The compensation committee believes adjustments to performance results may be appropriate if necessary to maintain compensation at reasonable levels while continuing to emphasize the incentive characteristics of our program. In prior fiscal years performance has been adjusted to address the impact of unusual or infrequently-occurring items, such as COVID-19 expenses, restructuring charges and debt prepayment penalties. For 2021 the committee did not believe that adjustments to performance outcomes were appropriate. For 2021 our EPS was $3.12, our NRPS was $11.71 and our ROTCE was 14.53%, which resulted in the following payouts:


PBRP 2021 PAYOUTS
Mr. Waycaster		Mr. Mabry		Mr. McGraw		Mr. Chapman		Mr. Perry
$	1,235,535	$	645,750	$	785,868	$	693,413	$	491,272

Equity Awards.

2021 Vesting - Performance-Based Awards. Performance-based awards made in 2019 under our 2011 Long-Term Incentive Plan, or the 2011 LTIP, were subject to a three-year performance cycle that ended December 31,

2021. The performance measures applicable to the awards were ROTCE, return on average tangible assets, or “ROTA”, and total shareholder return, or “TSR”, all measured on a relative basis (that is, as compared to our performance peer group). ROTA is a “non-GAAP” financial measure. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about this measure as well as a reconciliation of this measure to its most comparable measure under GAAP.

A complete description of these awards can be found in our proxy statement for our 2020 Annual Meeting of Shareholders, which was filed with the SEC on March 19, 2020 and is available on our website, www.renasant.com, under the “SEC Filings” tab, and also at the SEC’s website, www.sec.gov.

Like our annual performance-based cash awards, no adjustments were made to our performance results for the three-year cycle that ended December 31, 2021. The committee believed that adjustments were not appropriate since performance is measured on a relative basis and members of our performance peer group were also likely to incur unusual or infrequently occurring items during the performance cycle. Over the three-year performance cycle, our ROTCE was 12.57%, our ROTA was 1.11%, and our TSR was 36.50%. The table below provides specific information about these results relative to our performance peer group and the payouts, in shares, for each of our NEOs:


LTIP PAYOUTS - FOR THE THREE YEAR PERFORMANCE CYCLE ENDING DECEMBER 31, 2021
	Results				Payouts(1)
Performance Measure	% of Award		2021 results (percentile)	Award Level	Mr. Waycaster	Mr. McGraw	Mr. Chapman
ROTCE	40	%	35th	70% of Target	3,765	3,389	2,448
ROTA	40	%	32nd	64% of Target	3,577	3,220	2,326
TSR	20	%	51st	102% of Target	2,400	2,160	1,561
Total	100	%			9,742	8,769	6,335

(1)Because Messrs. Mabry and Perry were not executive officers of the Company when restricted stock awards were made in 2019, they did not receive a performance-based award in 2019.

2021 Vesting - Time-Based Awards. Messrs. Waycaster, McGraw and Chapman previously received time-based restricted stock awards that vested as of January 1, 2021. Messrs. Mabry and Perry previously received time-based restricted stock awards that vested as of August 1, 2021 and May 3, 2021, respectively. The value of these awards is included in the Compensation Tables section below under the heading “Option Exercises and Vested Restricted Stock.”

Equity Awards Made in 2021. In 2021 the compensation committee made time-based and performance-based restricted stock awards under our 2020 LTIP, which replaced our 2011 LTIP (the 2020 LTIP and the 2011 LTIP are our “LTIPs”). Both types of awards are considered variable, meaning that the value of the awards is directly linked to the value of our stock. Time-based awards are also considered strategic, since they are one of the primary devices we use to promote the retention of our NEOs.

Time-based equity awards made in 2021 generally vest at the end of a three-year service period, with the exception of the award for Mr. ~~Waycaster, whose potential payouts were increased, potential payouts were~~McGraw that vests after one year (a period that is consistent with his employment agreement). In terms of dollar value, the committee awarded restricted stock awards in 2021 with the same value as 2020 awards of time-based restricted stock, although the number of shares differed year over year due to changes in our stock price. Changes in our stock price between the date of the committee’s action to award the shares, and the grant date of such awards resulted in differing grant date fair values for ~~2016.~~the awards between 2021 and 2020. Mr. Perry received an additional award in March of 2021. The table below describes the time-based awards made to our NEOs for 2021 and the applicable vesting dates.


2021 Time-Based Awards
Executive	Number of Shares	Award Date	Vesting Date
Mr. Waycaster	16,528	January 1, 2021	January 1, 2024
Mr. Mabry	7,697	January 1, 2021	January 1, 2024
Mr. McGraw	16,855	January 1, 2021	January 1, 2022
Mr. Chapman	8,427	January 1, 2021	January 1, 2024
Mr. Perry	6,795	January 1, 2021	January 1, 2024
Mr. Perry	1,875	March 10, 2021	March 10, 2024

2017 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY
Threshold Target Superior
Mr. McGraw 40 % 80 % 160 %
Mr. Waycaster 30 % 60 % 120 %
Other named executives 25 % 50 % 100 %
The committee also made performance-based equity awards, subject to a three-year performance cycle beginning on January 1, 2021 and ending on December 31, 2023. The amount of the awards will be determined using three Company-wide performance measures:

•ROTCE, or return on average tangible common equity, which measures the profitable use and deployment of our capital. Although ROTCE is also used as a measure for our annual performance-based cash awards, our performance-based equity awards measure ROTCE over a three-year performance cycle. The committee believes that ~~diluted earnings per share~~the longer measurement period is ~~more~~a meaningful distinction because it evaluates the longer-term use and allocation of our capital and rewards consistent results.

•ROTA, or return on tangible assets, which measures how effective our executives are in generating profits from our tangible assets.

•TSR, or total shareholder return, which measures the financial gain that results from changes in our stock price plus dividends we have paid. The committee uses this measure because it is indicative of the absolute creation of long-term value for our shareholders.

ROTCE and ROTA are considered non-GAAP financial measures. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about these measures as well as a reconciliation of these measures to their most comparable measures under GAAP.

ROTCE, ROTA and TSR are all relative measures, meaning that our performance is compared to the performance of our performance peer group and that our NEOs are rewarded only if our performance meets or exceeds the performance of our performance peer group, regardless of whether these measures improve on an absolute basis. The committee believes that ROTCE and ROTA equally measure overall performance, and ~~the delivery of shareholder value than net revenue per share and~~so it weighted these measures equally. TSR was given a lesser weighting because this measure may be impacted by factors that ~~measure more heavily.~~ are outside the control of our NEOs, such as macroeconomic factors like interest rates or market factors that are not uniformly applicable to institutions in our performance peer group.

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 Measure Weight Threshold Performance Target Performance Superior 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

2021 PERFORMANCE MEASURES - THREE-YEAR PERFORMANCE CYCLE ENDING DECEMBER 31, 2023

Performance Measure

Weight

Threshold Performance

Target Performance

Superior Performance

Peer Percentile

ROTCE

25th

50th

75th

ROTA

25th

50th

75th

TSR

25th

50th

75th

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~~table below reflects potential payouts, in shares, for threshold, target and superior performance, ~~levels, while our NRPS~~with no payout available for performance ~~was slightly less than~~below the ~~target level~~threshold level. In terms of ~~performance. These outcomes resulted in~~dollar value, the ~~following payouts:~~

PBRP 2017 PAYOUTS
Performance Measure % of Award 2017 Achieved Mr. McGraw Mr. Chapman Mr. Waycaster
EPS 60% 101.68% of Target $ 523,200
$ 171,518
$ 250,155
NRPS 40% 97.98% of Target 205,500
67,368
98,255
Total 100% 728,700
238,886
348,410

Mr. Hart Mr. Cochran
EPS 30% 101.68% of Target $ 103,823
$ 74,086

NRPS 20% 97.98% of Target 40,779
29,099

Regional Performance 50%
44.79% of Target⁽¹⁾
56,885
133,587

142.49% of Target⁽²⁾

Total 100% 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~~committee awarded performance-based restricted stock awards ~~under~~in 2021 with the same value as 2020 awards of performance-based restricted stock. Changes in 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,~~stock price between the ~~intent~~date of the committee’s action to award the shares, and the grant date of such awards resulted in differing grant date fair values for the awards between 2021 and 2020.


2021 POTENTIAL LTIP PAYOUTS - THREE-YEAR PERFORMANCE CYCLE
	Threshold	Target	Superior
Mr. Waycaster	11,019	16,528	24,792
Mr. Mabry	5,131	7,697	11,546
Mr. McGraw	7,775	11,662	17,493
Mr. Chapman	5,618	8,427	12,641
Mr. Perry	4,530	6,795	10,193

Equity Awards Made in 2022. For 2022 the compensation committee concluded that a modest time-based retention award was appropriate for our NEOs and other senior executives. The one-time award was strategic and intended to:

•Address anticipated pressure on executive retention, particularly in ~~making time-based awards was~~light of the United States experiencing historically high levels of employee resignations in 2021, with this trend expected to continue in 2022.

•More broadly address the impact of Renasant’s balance sheet management strategies on performance-based payouts for the three-year cycle ended on December 31, 2021. Renasant maintained its allowance for credit losses and its reserve for unfunded commitments at substantially the same level over the course of 2021, while many of our peers had substantial allowance and reserve releases during the same period. The decision not to ~~increase aggregate equity compensation opportunities, but rather~~release allowance and reserves directly and adversely impacted the Company’s ROTCE and ROTA (two of the performance measures we use to ~~allocate~~determine performance-based payouts). While the committee did not believe a ~~portion of our equity compensation~~direct adjustment to performance-based payouts was appropriate and the ~~furtherance of one of our strategic goals. For 2017, our intent was~~time-based award is not intended to ~~retain~~fully offset the ~~services of Mr. McGraw and Messrs. Chapman, Waycaster and Cochran, each of whom we believe is integral to~~impact, the ~~final implementation~~award does reflect consideration of the Company’s ~~succession plan. Their equity compensation opportunities, at~~balance sheet management strategies.

The committee set a one-year vesting period because it viewed labor market conditions as likely to normalize by the ~~target level, were divided equally between time-based~~end of 2022 and ~~performance-based awards. In May 2017, we made an additional 12,000 share time-based~~because there would be less retentive value to the award ~~to Mr. Chapman;~~if the ~~purpose of this award was to acknowledge his assumption of many~~vesting period extended beyond 2022 given the relatively modest size of the ~~duties of our chief operating officer.~~ awards. Because Messrs. Mabry and Perry have meaningful retention awards outstanding, as reflected on the Outstanding Equity Awards table in the Compensation Tables section below, the compensation committee excluded them from this additional award.

The table below describes the time-based awards made to ~~our named executive officers for 2017.~~

Messrs. Waycaster, McGraw and Chapman and the applicable vesting dates.

~~2017~~2022 Time-Based Awards

Executive

Number of Shares

Award Date

Vesting Date⁽¹⁾

Mr. Waycaster

1,004

January 25, 2022

January 1, 2023

Mr. McGraw

~~15,000~~904

January 25, 2022

January 1, ~~2017~~

~~January 1, 2018~~

~~Mr. Waycaster~~

~~5,000~~

~~January 1, 2017~~

~~January 1, 2020~~

~~Messrs. Chapman and Cochran~~

~~4,000~~

~~January 1, 2017~~

~~January 1, 2020~~2023

Mr. Chapman

~~12,000~~653

~~May~~January 25, 2022

January 1, ~~2017~~

~~May 1, 2020~~2023


⁽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 potential payouts for threshold, target and superior performance; there is no payout for performance below threshold performance.~~

2017 POTENTIAL LTIP PAYOUTS (NUMBER OF SHARES)
Threshold Target Superior
Mr. McGraw 10,000
15,000
22,500
Mr. Waycaster 3,333
5,000
7,500
Mr. Hart 5,333
8,000
12,000
Messrs. Chapman and Cochran 2,667
4,000
6,000

The committee certified that our EPS was $2.42 and our NRPS was $10.19, after excluding nonrecurring events as required under 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:

2017 LTIP PAYOUTS (NUMBER OF SHARES)
Results Payouts (Number of Shares)
Performance Measure % of Award Award Level Mr. McGraw
Mr. Chapman
Mr. Waycaster
Mr. Hart
Mr. Cochran
EPS 60% 101.68% of Target 10,632
2,835
3,544
5,671
2,835
NRPS 40% 97.98% of Target 5,212
1,390
1,738
2,780
1,390
Total 100% 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~~on this review and discussion, the compensation 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., Vice Chairman
	Neal A. Holland, Jr.
Donald Clark, Jr.	~~J. Niles McNeel, Vice Chairman~~

March ~~7, 2018~~9, 2022


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the compensation committee during ~~2017~~2021 were ~~Frank B. Brooks,~~Donald Clark, Jr., John M. Creekmore, Albert J. Dale, III, Richard L. Heyer, Jr., and Neal A. Holland, Jr. ~~and J. Niles McNeel. In 2017, no~~No member of the compensation committee was an officer or employee of Renasant or any of ~~our~~its subsidiaries during 2021 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.~~regulations other than our employment of Dr. Heyer’s son. For a discussion of such loan, deposit and ~~deposit~~financial services relationships and our employment relationship with Dr. Heyer’s son, please refer to the information in the “Corporate Governance and the Board of Directors” section under the ~~headings “Indebtedness of Directors and Executive Officers” and “Other Related~~heading “Related Person ~~Transactions~~”Transactions” above. Additionally, in ~~2017~~2021 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.~~2021 or one of whose executive officers served as a director for us.

COMPENSATION TABLES

~~2017 SUMMARY COMPENSATION TABLE~~2021 Summary Compensation Table


Name and Principal Position	Year	Salary		Bonus		Stock Awards		Non-Equity Incentive Plan Compensation		Changes in Pension Value and Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
A	B	C		D		E		F		G		H		I
C. Mitchell Waycaster Principal Executive Officer	2021	$	717,500	$	—	$	1,113,326	$	1,235,535	$	756	$	123,646	$	3,190,763
	2020	717,500		—		1,062,600		885,285		53,160		112,520		2,831,065
	2019	700,000		—		1,065,203		439,533		43,296		93,531		2,341,563
James C. Mabry IV(1) Principal Financial Officer	2021	525,000		—		518,470		645,750		—		70,229		1,759,449
	2020	212,019		125,000		750,004		—		—		14,897		1,101,920

E. Robinson McGraw Executive Chairman	2021	563,750		—		960,452		785,868		102,347		118,306		2,530,723
	2020	563,750		—		916,847		556,465		288,365		120,728		2,446,155
	2019	550,000		—		1,100,816		276,278		222,895		176,793		2,326,782
Kevin D. Chapman Chief Operating Officer	2021	563,750		—		567,642		693,413		—		91,287		1,916,092
	2020	563,750		—		541,926		486,907		—		90,170		1,682,753
	2019	550,000		—		692,631		241,743		182		84,048		1,568,604
Curtis J. Perry(1) Executive Vice President	2021	461,250		—		538,843		491,272		3,506		69,744		1,564,615
	2020	435,625		—		437,437		322,497		1,482		60,894		1,257,935

Name and Principal Position Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive
Plan Compensation Changes in Pension Value and Non-qualified Deferred Compensation Earnings All Other Total
A B C D E F G H I J
E. Robinson McGraw
   Principal Executive Officer
2017 $ 800,000
$ —
$ 1,266,600
$ —
$ 728,700
$ 133,464
$ 109,499
$ 3,038,263
2016 750,000
—
746,880
—
449,521
12,376
91,946
2,050,723
2015 700,000
—
694,320
—
821,192
224,091
91,171
2,530,774
Kevin D. Chapman
   Principal Financial Officer
2017 425,000
—
846,560
—
238,886
190
72,030
1,582,666
2016 375,000
—
217,840
—
140,504
—
54,290
787,634
2015 330,000
—
202,510
—
241,958
—
53,460
827,928
C. Mitchell Waycaster
   President
2017 510,000
—
422,200

348,410
28,525
75,898
1,385,033
2016 450,000
—
217,840
—
165,531
1,105
58,502
892,978
2015 360,000
—
202,510
—
263,954
26,080
57,581
910,125
R. Rick Hart
   Executive Vice President
2017 508,000

337,760

201,487
106,466
79,685
1,233,398
2016 496,000
—
217,840
—
158,392
117,307
57,292
1,046,831
2015 475,000
—
202,510
—
269,237
119,236
58,527
1,124,510
J. Scott Cochran⁽¹⁾
   Executive Vice President
2017 375,000
—
337,760
—
236,772
594
71,398
1,021,524


⁽¹⁾(1)Mr. Mabry joined the Company in August 2020, and Mr. Perry first became a named executive with respect to 2020. SEC rules permit us to omit compensation information for years prior to the individual becoming a named executive officer.	~~Mr. Cochran became a named executive in 2017. SEC rules permit us to omit compensation information for him for the years before he became a named executive.~~

General. The ~~2017~~2021 Summary Compensation Table above includes information about the compensation earned by our principal executive officer, our principal financial officer and the three other most highly compensated executive officers of the Company ~~and the Bank~~in 2021 for services that they rendered during fiscal years ending December 31, ~~2017, 2016~~2021, 2020 and ~~2015.~~2019 (with the exception of Messrs. Mabry and Perry as to 2019). The compensation included in the table represents both cash payments and the value of other forms of ~~payments,~~compensation, as follows:

•Column C - Salary - Amounts included in this column represent base salary earned by our named executives ~~in 2017, 2016 and 2015,~~ 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 or contractual basis. Discretionary bonuses were not a component of our compensation program during ~~2017, 2016~~2021, 2020 or ~~2015.~~2019. Mr. Mabry's bonus in 2020 was contractually-based.

~~Columns~~•Column E ~~and F~~ - Stock ~~Awards; Option~~ Awards- Amounts in these columns represent the value of non-cash compensation granted or awarded under our ~~LTIP,~~LTIPs, which may be performance-based or time-based. Performance-based awards may or may not be earned by ~~any~~an executive, depending upon the achievement of performance ~~objectives.~~measures; time-based awards are earned contingent on the completion of the designated service period. Options ~~were~~are not a component of our compensation ~~during 2017, 2016 or 2015.~~program.

•Column GF - Non-Equity Incentive Plan Compensation - Amounts in this column represent cash bonuses ~~paid~~earned under our PBRP based ~~upon~~on the achievement of performance ~~goals.~~measures. Some of these amounts may have been ~~voluntary~~voluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan.

•Column HG - Changes in Pension Value and Non-qualified Deferred Compensation Earnings - Amounts in this column represent ~~(1)~~ changes in the actuarial present 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.~~Plan, although decreases in the actuarial present value of pension benefits are excluded from this column as required by SEC rules. Refer to the information below under the heading “Changes in Pension Value and Non-qualified Deferred Compensation Earnings” for details on the specific amounts covered by this column.

•Column IH - 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, insurance premiums, membership dues, and ~~membership dues.~~dividends on restricted stock awards.

Restricted Stock Awards. Amounts reported in ~~the~~ Column E, labeled “Stock Awards,,” represent the value of restricted stock awarded under our ~~LTIP, including performance-based~~LTIPs, consisting of performance- 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 - Stock Compensation,” referred to as ~~“Topic~~“ASC 718.” Dividends payable on restricted stock awards are not included in our fair value determination. For performance-based awards, amounts included in ~~this column~~Column E reflect the target award, which we consider 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~~ASC 718. As permitted under the guidance in ~~Topic~~ASC 718, the Company has elected to account for forfeitures in compensation cost when they occur. The fair value of the performance-based awards on the award date, assuming that superior performance was achieved, rather than target performance as reported in the table, was $834,995, $388,852, $589,164, $425,732 and $343,283 for Messrs. Waycaster, Mabry, McGraw, Chapman and Perry, respectively. Please refer to Note ~~14,~~13, “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~~2021 for ~~details regarding~~a discussion of 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 stock awards included in Column E above is also listed in the Grants of Plan-Based Awards table ~~that follows.~~below. Further information about why ~~LTIP~~equity incentive awards are made, the relationship of ~~LTIP~~these awards to other compensation components, the differences between ~~performance~~performance- and time-based awards and among performance-based awards, the specific performance ~~goals~~measures designated by the compensation committee and the performance cycle, and potential shares receivable for threshold, target and superior performance can be found above in the CD&A, under the heading ““2021 Compensation Decisions, ~~Made~~” in ~~2017,~~”the paragraph labeled“~~Equity~~ “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.~~that vested during 2021.

Cash Bonuses. The amounts listed in Column G,F, labeled “Non-Equity Incentive Plan Compensation,” reflect annual cash bonuses earned and paid under the PBRP, all of which ~~are~~were 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~~measures designated by the compensation committee, and potential amounts payable for threshold, target and superior performance can be found above in the CD&A, under the heading ““2021 Compensation Decisions, ~~Made~~” in ~~2017,~~”the paragraph labeled“~~Annual~~ “Annual Performance-Based Cash Awards.”

Changes in Pension Value and Non-qualified Deferred Compensation Earnings. Amounts reported in Column H,G, labeled “Changes in Pension Value and Non-qualified Deferred Compensation Earnings,” reflect above-market earnings on deferrals credited to our Deferred Income Plan and, for Messrs. Waycaster and McGraw, the year-over-year change in the actuarial present value of accumulated benefits under our pension ~~plan and Mr. Hart’s SERPs.~~plan. 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 are~~2021, the aggregate amount in Column G is made up as follows:


Name	Above-market Earnings		Pension Plan Change		Total
Mr. Waycaster	$	756	$	(19,464)	$	(18,708)
Mr. McGraw	9,236		93,111		102,347
Mr. Perry	3,506		—		3,506

2017 ABOVE-MARKET EARNINGS AND ACCRUALS
Name Above-market Earnings Pension Plan Accruals SERP Accruals
Mr. McGraw $ 7,557
$ 125,907
$ —
Mr. Chapman 190
—
—
Mr. Waycaster 585
27,940
—
Mr. Hart 4,584
—
101,882
Mr. Cochran 594
—
—

All Other Compensation. In addition to the amounts described above, we provide or pay ~~one or more~~certain additional amounts for the benefit of ~~the following for~~ our named executives, the value of which is included in Column I,H, labeled “All Other ~~Compensation.~~Compensation.” These amounts include contributions to our 401(k) plan, group term life ~~and disability~~ insurance premiums, dividends on restricted stock awards (which accrue and are paid at the same rate as dividends on outstanding shares that are not restricted stock awards), automobile allowances, dues for memberships in professional and civic organizations and country club dues. Mr. McGraw, our ~~chief~~ executive ~~officer,~~chairman, also receives a contribution to our Deferred Income Plan and a tax gross-up ~~based on~~for the value of his automobile allowance, both of which are contractual payments. All of our NEOs receive a tax gross up for disability insurance premiums. Below is specific information about the other compensation paid to each of our named executives:


COMPONENTS OF “ALL OTHER COMPENSATION” FOR 2021
Name	401(k) Plan Contributions		Long-term Care and Life Insurance Premiums		Restricted Stock Dividends		Automobile Allowance		Professional and Civic Organization/Country Club Dues		Deferred Income Contribution		Gross Up		Total
Mr. Waycaster	$	33,215	$	1,670	$	72,223	$	12,000	$	4,320	$	—	$	218	$	123,646
Mr. Mabry	10,500		1,231		37,151		12,000		9,312		—		35		70,229
Mr. McGraw	33,215		356		42,805		15,600		7,398		5,458		13,474		118,306
Mr. Chapman	33,215		1,282		40,252		12,000		4,320		—		218		91,287
Mr. Perry	33,215		1,231		29,382		—		5,844		—		72		69,744

Grants of Plan-Based Awards

The following table provides information on performance-based incentive awards and time-based equity awards made to the named executives for 2021.


2021 PLAN-BASED AWARDS
			Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP)			Estimated Possible Payouts Under Equity Incentive Plan (LTIPs)
Name	Grant Date	Date of Compensation Committee Action	Threshold ($)	Target ($)	Superior ($)	Threshold (#)	Target (#)		Superior (#)	Grant Date Fair Value of Stock Awards ($)
A	B	C	D	E	F	G	H		I	J
Mr. Waycaster	1/1/2021	12/9/2020	376,688	753,375	1,506,750	11,019	16,528	(1)	24,792	556,663
	1/1/2021	12/9/2020					16,528	(2)		556,663
Mr. Mabry	1/1/2021	12/9/2020	196,875	393,750	787,500	5,131	7,697	(1)	11,546	259,235
	1/1/2021	12/9/2020					7,697	(2)		259,235
Mr. McGraw	1/1/2021	12/9/2020	239,594	479,188	958,375	7,775	11,662	(1)	17,493	392,776
	1/1/2021	12/9/2020					16,855	(2)		567,676
Mr. Chapman	1/1/2021	12/9/2020	211,406	422,813	845,625	5,618	8,427	(1)	12,641	283,821
	1/1/2021	12/9/2020					8,427	(2)		283,821
Mr. Perry	1/1/2021	12/9/2020	149,906	299,813	599,625	4,530	6,795	(1)	10,193	228,856
	1/1/2021	12/9/2020					6,795	(2)		228,856
	3/10/2021	3/10/2021					1,875	(2)		81,131

OTHER COMPENSATION PAID IN 2017

Name

Plan Contributions

Insurance Premiums
Restricted Stock Dividends

Automobile Allowance
Country Club Dues Deferred Income Contribution

Gross Up

Total
Mr. McGraw $ 41,975
$ 1,956
$ 20,520
$ 15,600
$ 10,053
$ 5,458
$ 13,938
$ 109,500
Mr. Chapman 41,975
2,005
11,790
12,000
4,260
—
—
72,030
Mr. Waycaster 41,975
6,320
8,550
12,000
7,053
—
—
75,898
Mr. Hart 41,975
9,842
5,580
12,688
9,600
—
—
79,685
Mr. Cochran 41,975
2,900
7,470
12,000
7,053
—
—
71,398
(1)Represents shares subject to performance measures and a three-year performance cycle (more fully described in the CD&A above) awarded under the 2020 LTIP.

~~GRANTS OF PLAN-BASED AWARDS~~

2017 PLAN-BASED AWARDS
Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP) Estimated Possible Payouts Under Equity Incentive Plan (LTIP)
Name Grant Date Date of Compensation Committee Action Threshold ($) Target ($) Superior ($) Threshold (#)
Target
(#)
Superior (#) Grant Date Fair Value of Stock and Option Awards ($)
A B C D E F G H I J
Mr. McGraw 1/1/2017 11/9/2016 320,000
640,000
1,280,000
10,000
15,000
22,500
633,300
1/1/2017 11/9/2016 15,000
633,300
Mr. Chapman 1/1/2017 11/9/2016 106,250
212,500
425,000
2,667
4,000
6,000
168,880
1/1/2017 11/9/2016

4,000

168,880
5/1/2017 4/25/2017 12,000
508,800
Mr. Waycaster 1/1/2017 11/9/2016 153,000
306,000
612,000
3,333
5,000
7,500
211,100
1/1/2017 11/9/2016

5,000

211,100
Mr. Hart 1/1/2017 11/9/2016 127,000
254,000
508,000
5,333
8,000
12,000
337,760
Mr. Cochran 1/1/2017 11/9/2016 93,750
187,500
375,000
2,667
4,000
6,000
168,880
1/1/2017 11/9/2016 4,000
168,880
(2)Represents shares subject to time-based vesting awarded under the 2020 LTIP. Mr. McGraw's award is 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.~~2020 LTIP. For payments and awards under the PBRP and 2020 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 2020 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 of the performance conditions, determined in accordance with ~~Topic~~ASC 718. More information about the performance ~~goals~~measures 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~~

Outstanding Equity Awards as 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.December 31, 2021

~~OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2017~~


OUTSTANDING EQUITY AWARDS			OUTSTANDING EQUITY AWARDS
Name			Name	Number of Shares that have not Vested (#)	Service Period Ends	Market Value of Shares that have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares that have not Vested (#)	Performance Cycle Ends	Equity Incentive Plan Awards: Market Value of Unearned Shares that have not Vested ($)
A			A	B		C	D		E
Mr. Waycaster			Mr. Waycaster	11,765	1/1/2022	446,482	15,000	12/31/2022	569,250
				15,000	1/1/2023	569,250	16,528	12/31/2023	627,238
				16,528	1/1/2024	627,238
Outstanding Stock Awards
Name	Number of Securities that have not Vested (#)	Market Value of Securities that have not Vested ($)
A	B	C
Mr. Mabry			Mr. Mabry	7,697	1/1/2024	292,101	7,697	12/31/2023	292,101
				25,829	8/1/2025	980,211
Mr. McGraw	15,000	613,350	Mr. McGraw	16,855	1/1/2022	639,647	10,590	12/31/2022	401,891
							11,662	12/31/2023	442,573
Mr. Chapman	19,500	797,355	Mr. Chapman	7,650	1/1/2022	290,318	7,650	12/31/2022	290,318
Mr. Waycaster	8,500	347,565
Mr. Hart	—	—
Mr. Cochran	7,500	306,675
				7,650	1/1/2023	290,318	8,427	12/31/2023	319,805
				8,427	1/1/2024	319,805
Mr. Perry			Mr. Perry	5,900	5/3/2022	223,905	6,175	12/31/2022	234,341
				6,175	1/1/2023	234,341	6,795	12/31/2023	257,870
				6,795	1/1/2024	257,870
				1,875	3/10/2024	71,156

Stock Awards. Columns B and C ~~in the table above include information about~~reflect three-year time-based ~~restricted stock awarded under our LTIP that was not vested at the end of our fiscal year.~~awards, except, as to Mr. McGraw, a one-year time-based award, and, as to Mr. Mabry, three- and five-year time-based awards. The value of these awards is based on the per share market value of our common stock on December 31, ~~2017,~~2021, which was ~~$40.89~~$37.95 per share. ~~Performance-based restricted stock awards have a one-year performance cycle~~Columns D and ~~vest as of the end of our fiscal year; these awards are not included~~E in the table ~~above.~~above include information about our performance-based awards with performance cycles ending after December 31, 2021. The value of our performance-based awards was determined using the per share market value of our common stock on December 31, 2021, $37.95 per share, and the number of shares equal to a target award. More information about our ~~time-based~~time and performance-based restricted stock awards, including their respective vesting dates and performance cycles, can be found in the CD&A above under the heading ““2021 Compensation ~~Decisions made~~Decisions” in ~~2017,~~”the paragraph ~~titled “Equity Incentives.~~labeled “Equity Awards.”

Unexercised Options. ~~There were no unexercised~~No stock options were held by our named executives as of the end of ~~2017.~~2021.

~~OPTION EXERCISES AND VESTED RESTRICTED STOCK~~Option Exercises and Vested Restricted Stock


OPTION EXERCISES AND STOCK VESTED DURING 2017
	Options Grants		Restricted Stock Awards			Restricted Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)	Name		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
A	B	C	D	E	A		B	C
Mr. Waycaster					Mr. Waycaster		17,242	622,309
Mr. Mabry					Mr. Mabry		6,457	227,157
Mr. McGraw	—	—	27,844	1,154,501	Mr. McGraw		24,064	847,920
Mr. Chapman	—	—	4,225	172,760	Mr. Chapman		11,335	408,813
Mr. Waycaster	—	—	5,282	215,981
Mr. Hart	15,000	389,200	8,451	345,561
Mr. Cochran	13,750	340,588	4,225	172,760
Mr. Perry					Mr. Perry		7,080	298,280

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~~during our ~~2017~~2021 fiscal year. The value realized on the exercise of 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. For Mr. McGraw, the amount included in Column D reflects 12,000 shares of hisyear, including time-based ~~restricted stock~~ awards that vested ~~on January 1, 2017~~in 2021 and ~~15,844 shares of his~~ performance-based ~~restricted stock~~ awards ~~that vested~~with a performance cycle ending on December 31, 2017. 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, 2017, which was $42.22, for his time-based award of 12,000 shares, and the per share market value of our common stock as of December 31, 2017, which was $40.89, for his performance-based award of 15,844 shares. For the other2021. Our named executives do not own any stock options. Below is additional information about the ~~amounts included in Columns D and E reflect performance-based restricted stock awards that vested on December 31, 2017,~~calculation of the value of ~~which is based on the per share market value of our common stock as of December 31, 2017.~~

each executive's awards.


	Time-Based Restricted Stock Awards			Performance-Based Restricted Stock Awards
Name	Shares	Vesting Date	Per Share Value(1)	Shares	Performance Cycle Ended	Per Share Value(1)
Mr. Waycaster	7,500	January 1, 2021	$33.68	9,742	December 31, 2021	$37.95
Mr. Mabry	6,457	August 1, 2021	$35.18
Mr. McGraw	15,295	January 1, 2021	$33.68	8,769	December 31, 2021	$37.95
Mr. Chapman	5,000	January 1, 2021	$33.68	6,335	December 31, 2021	$37.95
Mr. Perry	7,080	May 3, 2021	$42.13

~~PENSION AND SERP BENEFITS~~(1)As of the trading date immediately preceding the vesting date or end of the performance cycle.

PENSION AND SERP BENEFITS FOR 2017
Name Type of Plan Years of Credited Service Present Value of Accumulated Benefit Payments Made in 2017
A B C D E
Mr. McGraw Defined Benefit Pension Plan 23 $ 1,077,124
$ —
Mr. Waycaster Defined Benefit Pension Plan 18 186,561
—
Mr. Hart SERP 10 2,204,874
—
Pension Benefits

PENSION BENEFITS FOR 2021

Name

Type of Plan

Years of Credited Service

Present Value of Accumulated Benefit

Payments Made in 2021

Mr. Waycaster

Defined Benefit Pension Plan

304,198

—

Mr. McGraw

Defined Benefit Pension Plan

1,711,517

—

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~~Waycaster and Mr. ~~Waycaster~~McGraw 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,~~2021, of benefits earned as of December 31, 1996. ~~The benefits of~~ Mr. ~~McGraw~~Waycaster's and Mr. ~~Waycaster~~McGraw's benefits 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.retirement.

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,~~13, “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.~~2021.

~~NON-QUALIFIED DEFERRED COMPENSATION~~Non-Qualified Deferred Compensation

																							DEFERRED INCOME PLAN
Name	2017 Contributions by Executive		2017 Contributions by Company		Aggregate Earnings		Aggregate Distributions			Balance as of Dec. 31, 2017		Name	2021 Contributions by Executive		2021 Contributions by Company		Aggregate Earnings		Aggregate Distributions		Balance as of Dec. 31, 2021
A	B		C		D		E			F		A	B		C		D		E		F
Mr. Waycaster												Mr. Waycaster	$	1,200	$	—	$	2,774	$	—	$	96,679

Mr. McGraw	$	10,400	$	5,458	$	30,027	$	—		$	747,237	Mr. McGraw	10,400		5,458		28,850		—		943,571
Mr. Chapman	—		—		596		—			4,894
Mr. Waycaster	1,200		—		2,973		—			78,959
Mr. Hart	—		—		19,396		(12,848		)	480,546
Mr. Cochran	6,000		—		3,035		—			83,084

Mr. Perry												Mr. Perry	92,250		—		18,530		—		188,516

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 only Messrs. Waycaster, McGraw ~~Waycaster~~ and ~~Cochran~~Perry made deferrals during ~~2017.~~ 2021.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 ~~2017~~2021 Summary Compensation Table. WeAs required under Mr. McGraw’s employment agreement, we made a contribution to ~~the Deferred Income Plan for Mr. McGraw,~~his account, reflected in Column C in the table above, the value of which is also ~~included~~reported in the “All Other Compensation”column of the ~~2017~~ 2021 Summary Compensation Table. Column D in the table above includes the earnings on plan balances. Earnings in ~~2017~~2021 for ~~Mr.~~Messrs. Waycaster, McGraw ~~Mr. Chapman, Mr. Waycaster, Mr. Hart,~~ and ~~Mr. Cochran~~Perry included “above-market earnings” in the amounts of ~~$7,557, $190, $585, $4,584~~$756, $9,236 and ~~$594,~~$3,506, respectively. Above-market earnings are also included in the “Changes in Pension Value and Non-qualified Deferred Compensation Earnings”column of the ~~2017~~2021 Summary Compensation ~~Table~~.Table. Column F in the table above is each executive’s balance in the Deferred Income Plan as of December 31, ~~2017,~~2021, 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 tables for ~~2017~~2021 and prior years. A more complete description of our Deferred Income Plan can be found above in the ~~CD&A~~ Board Members and Compensation

section under the heading “~~Features of Our Compensation Program~~“Director Compensation.”

~~in the paragraph titled “Benefits and Perquisites~~.”

																						DEFERRED STOCK UNIT PLAN
Name	2017 Contributions by Executive		2017 Contributions by Company		Aggregate Earnings		Aggregate Distributions		Balance as of Dec. 31, 2017		Name	2021 Contributions by Executive		2021 Contributions by Company		Aggregate Earnings		Aggregate Distributions		Balance as of Dec. 31, 2021
A	B		C		D		E		F		A	B		C		D		E		F
Mr. Waycaster											Mr. Waycaster	$	—	$	—	$	115	$	—	$	2,691
Mr. McGraw	$	7,800	$	—	$	4,757	$	—	$	148,125	Mr. McGraw	7,800		—		7,220		—		204,925
Mr. Chapman	—		—		—		—		—
Mr. Waycaster	—		—		85		—		2,265
Mr. Hart	—		—		380		—		13,268
Mr. Cochran	—		—		871		—		25,062

Mr. Perry											Mr. Perry	21,782		—		86		—		21,868

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.~~only Messrs. McGraw and Perry made deferrals during ~~2017.~~2021. 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;~~2021; these amounts are also included in either the “Salary”column or the “Non-Equity Incentive Plan Compensation”column of the ~~2017~~2021 Summary Compensation Table. Column D in the table above includes the value of dividend equivalents credited during ~~2017.~~2021. Column F in the table above is each participating executive’s plan balance ~~in the DSU Plan~~ as of December 31, ~~2017,~~2021, which isrepresents the ~~value~~balance of ~~the deferred stock units credited to each executive as of such date~~accumulated deferrals and any dividend equivalents not yet notionally ~~invested~~reinvested in units, all of which has been reported as compensation in the summary compensation tables for ~~2017~~2021 and prior years. A more complete description of our DSU Plan can be found above in the ~~CD&A~~Board Members and Compensation section under the heading “~~Features of Our Compensation Program” in the paragraph titled “Benefits and Perquisites~~.“Director Compensation.”

CEO ~~PAY RATIO~~Pay Ratio

General. As required by Section 953(b) of the Dodd-Frank Act, we are providing information about our “CEO pay ratio,” which refers to the relationship ofbetween the annual total compensation of our ~~chief~~principal executive officer, Mr. ~~McGraw, to~~Waycaster, 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. ~~McGraw~~Waycaster for this purpose. The comparison is expressed as a ratio, indicating the number of times Mr. ~~McGraw’s~~Waycaster’s annual total compensation exceeds the annual total compensation of our median employee. For ~~2017:~~2021:

•Mr. ~~McGraw’s~~Waycaster’s annual total compensation (including health insurance premiums) was ~~$3,045,515.~~$3,201,435.

•The annual total compensation of our median employee (including health insurance premiums) was ~~$53,882; our median employee works in Loan Operations at one one of our Georgia locations.~~$56,268;

•The ratio of Mr. ~~McGraw’s~~Waycaster’s annual total compensation to the annual total compensation of our median employee was ~~56.5~~56.9 to 1 ~~(we refer to this~~(this ratio asis the “CEO pay ratio”).

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. To~~Waycaster. We are required to identify our median employee only once every three years, unless there is a material change to the company’s employee population or compensation arrangements that would significantly affect the pay ratio disclosure. Since we last identified our median employee in 2018, we identified a new median employee for purposes of the 2021 CEO pay ratio analysis.

In identifying the specific individual whom we ~~have~~ considered our median ~~employee:~~employee in 2021:

•We first determined our employees as of December 31, ~~2017.~~2021. Full-time, part-time, seasonal and temporary employees, ~~and employees who joined us when we completed the Metropolitan acquisition on July 1, 2017,~~ 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,~~2021, our total employee population was ~~2,155,~~2,453, 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 information~~these amounts by annualizing the compensation for full-time and part-time individuals ~~who were~~ employed on December 31, ~~2017 but~~2021 who did not work the entire ~~year, including former Metropolitan employees who joined us when we completed the acquisition.~~year. No full-time equivalent adjustments were made for part-time ~~individuals.~~

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

The employee whom we identified as our median employee is a universal banking employee at one of our Florida locations.

Calculation of the CEO Pay Ratio. The CEO pay ratio compares the annual total compensation of Mr. ~~McGraw~~Waycaster to the annual total compensation of our median employee. For this comparison, we are required to calculate Mr. ~~McGraw’s~~Waycaster’s “annual total compensation” as the amount we reported in the “Total” column of the ~~2017~~ 2021 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.~~$10,672.

We calculated the annual total compensation of our median employee ~~“as if”~~as if the amount would be reported in the “Total” column of the ~~2017~~ 2021 Summary Compensation ~~Table,~~ ~~also~~Table. The amount would have been increased by the value of the insurance premiums we paid for coverage under medical and dental plans, but this employee did not participate in ~~the amount of $5,285.~~our plans in 2021. This amount is different (greater) than the amount ~~reported to~~of our median ~~employee in Box 1 of Form W-2~~employee’s total cash compensation because it includes some ~~non-taxable~~non-cash items, such as the value of our contributions to the 401(k) plan, payroll deductions for deferrals to our 401(k) plan and insurance premiums ~~we pay for life~~ and ~~long-term disability~~our insurance ~~as well as premiums we pay for medical and dental insurance.~~premium payments. 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 received to the total compensation of Mr. ~~McGraw.~~Waycaster received.

~~PAYMENTS AND RIGHTS ON TERMINATION OR CHANGE IN CONTROL~~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.~~our PBRP and our LTIPs. 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 summarized 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.~~or our LTIPs. The descriptions below are based on our ~~existing~~ agreements in effect as of December 31, 2021, 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.

Employment Agreements. The Company entered into an employment ~~agreements~~agreement with ~~Messrs.~~Mr. McGraw, ~~and Hart,~~ effective as of January 1, 2008, which was amended in 2018 and ~~July 1, 2007, respectively. Both~~in 2019 to reflect our succession plan and in 2021 to reflect the board’s desire for Mr. McGraw to continue his service as Executive Chairman and as a director without an arbitrary retirement date. These amendments reduced his base salary, which resulted in corresponding reductions in certain benefits and other amounts, but also established a minimum amount of compensation payable to Mr. ~~Hart have entered into amendments~~McGraw (subject to any reduction that ~~will be effective as~~is uniformly applicable to all officers). The 2021 amendment also extended the term of Mr. McGraw’s agreement, which now expires May 1, ~~2018. Some aspects of~~2024, and also made the ~~amendments are described below; additional information may be found in~~agreement subject to automatic renewal unless either party elects to terminate the ~~CD&Aunder the heading “Features of our Compensation Program” in the paragraph titled “Employment Agreements.~~”agreement.

Effective as of January 1, 2016, the Company entered into substantially identical employment agreements with Messrs. ~~Chapman,~~ Waycaster and ~~Cochran. The agreements of Messrs.~~ Chapman, ~~and Waycaster have been~~which were amended, effective January 1, 2018, to increase the amount payable in the event of a change in ~~control.~~control or other qualifying separation. In connection with their respective hiring, we entered into an employment agreement with Mr. Perry, effective as of May 3, 2019, and an employment agreement with Mr. Mabry, effective as of August 1, 2020. More information about ~~the amendments~~these agreements is provided ~~below and may be found in the CD&A~~below.

~~under the heading “~~
~~Features of our Compensation Program” in the paragraph titled “Employment Agreements.~~”

Unconditional Payments. Regardless of the circumstances of his termination, each of our named executives will receive certain unconditional payments, including earned base salary and vested account balances maintained in our 401(k) plan and pension plan and non-qualified deferred compensation ~~plans.~~plans, as applicable. More information about these plans may be found in the CD&A and in the descriptions following the ~~2017~~2021 Summary Compensation ~~Table~~.Table. We have not otherwise described or quantified these amounts below.

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.~~reason.

•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.~~McGraw. The duration of the restriction for ~~Messrs. Chapman, Waycaster and Cochran~~our other NEOs 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.~~cause. Generally, “cause” includes an ~~executive’s:~~executive’s (1) commission of willful misconduct materially injurious to us, including the improper disclosure of our confidential ~~information;~~information, (2) indictment for a felony or a crime involving moral ~~turpitude;~~turpitude, (3) willful failure to perform the duties of his position with ~~us;~~us, (4) breach of an applicable code of conduct, code of ethics or similar rules adopted by ~~us;~~us, (5) a material violation of applicable securities laws, including the Sarbanes-Oxley Act of ~~2002;~~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 either (1) he voluntarily separates from employment without cause on or after age 55 and after completing at least ten years of ~~service.~~service with Renasant or (2) he voluntarily separates from service without cause on or after the attainment of age 65. As of December 31, ~~2017,~~2021, Mr. ~~McGraw, Mr. Hart~~Waycaster and Mr. ~~Waycaster~~McGraw had attained age 55 and completed ten years of service 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 and~~Mr. Waycaster ~~are~~is 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,~~2021, he would receive contributions ~~towards~~toward retiree coverage in an approximate amount of ~~$7,509,~~$10,254, representing contributions for Mr. Waycaster and his spouse.

If•With respect to incentive awards, when 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.~~

Ifprior to retirement and any bonus for a ~~named executive retires during our~~prior fiscal year ~~he will receive~~that has not been paid, and his performance-based restricted stock ~~award,~~awards will be settled at the end of the applicable performance cycles, and to the extent that applicable performance measures are achieved, ~~during the performance cycle in which his retirement occurs, subject to proration~~prorated to reflect ~~his period of~~ service before retirement.

•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 any 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 event~~•For all of ~~death,~~our officers, including our named executives, we provide life insurance ~~proceeds payable~~protection in an amount equal to ~~our executives under~~250% 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, and any bonus for a prior fiscal year that has not been paid. 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.

•For our named executives other than Mr. McGraw, each executive’s performance-based restricted stock ~~award~~awards will vest at the end of the applicable performance cycle to the extent that the performance ~~goals have been satisfied, subject~~measures are achieved, prorated to ~~proration for~~reflect the period of service ~~rendered before~~during the applicable cycle. For any performance-based restricted stock award made in the year of his death or ~~disability.~~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 performance cycle. All other performance-based restricted stock awards will vest at the end of the applicable performance cycle based on actual performance, prorated to reflect Mr. McGraw’s service during the applicable cycle.

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

•Messrs. ~~McGraw~~Waycaster and ~~Waycaster,~~McGraw, who participate in our Deferred Income Plan, will receive a preretirement death benefit ~~which is a cash payment~~from the plan 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:~~

~~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 award will vest at target, or 15,000 shares for 2017;~~

~~His time-based restricted stock award, consisting of 15,000 shares for 2017, will be prorated based upon his period of service 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. Chapman, Waycaster and Cochran,~~our named executives, other than Mr. McGraw, 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;

•His target bonus prorated to reflect service during the performance cycle ~~prior to his termination;~~

~~We will pay COBRA continuation coverage premiums for the executive~~ and ~~his eligible dependents~~any bonus for a ~~maximum period of 18 months;~~prior fiscal year that has not been paid;

~~The amount of his~~•His performance-based restricted stock ~~award~~awards, which will be determined at the end of the applicable performance cycle based on actual performance, prorated to reflect service during the applicable cycle;

•His time-based restricted stock awards, which will be prorated to reflect service prior to his termination and vest; and

•Premiums for the continuation coverage available to him and his eligible dependents under Section 4980B of the Internal Revenue Code, commonly referred to as “COBRA,” up to a maximum period of 18 months.

Under our employment agreement with Mr. McGraw, if he is involuntarily terminated by us without cause or in the event of his constructive termination, he will receive the unconditional payments described above and:

•A cash payment equal to two times his annualized base salary and the amount of his target bonus;

•His performance-based restricted stock award made in the year of his termination will vest at target; all other performance-based restricted stock awards will vest at the end of the applicable performance cycle based on actual performance, prorated to reflect his period of service ~~prior to his termination; and~~during the applicable cycle;

~~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;

•COBRA continuation coverage premiums for the period of continuation coverage available to him and his eligible dependents; and

•Any bonus for a prior fiscal year that has not been paid.

The employment agreement for each of our named executives includes substantially the same definition of the events that constitute “constructive termination”: (1) a material reduction in the executive’s base salary or his authority, duties or ~~responsibilities;~~responsibilities, (2) our material breach of the terms of the ~~agreement;~~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 (Mr. Mabry’s agreement refers to a “material” change in location). Upon the occurrence of an event constituting a constructive termination, the executive must promptly provide notice to us, and we ~~must be provided~~are entitled to 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

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 anthe executive. The term “change in control” generally refers ~~to:~~to (1) the acquisition by an unrelated person of not less than 50% of our common ~~stock;~~stock, (2) the sale of all or substantially all of our ~~assets;~~assets, (3) a merger in which we are not the surviving ~~entity;~~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.~~Messrs. Waycaster and McGraw⁽¹⁾

~~Mr.~~Messrs. Mabry and Chapman⁽²⁾

~~Mr. Waycaster~~⁽²⁾

~~Mr. Hart~~⁽¹⁾

Mr. ~~Cochran~~Perry

Cash Payment

2.99 X the ~~aggregate~~sum of (1) base salary and (2) average bonus paid during the two years preceding change in control

2.5 X the sum of (1) base salary and (2) average bonus paid during the two years preceding change in control

2.0 X the ~~aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control~~

~~2.0 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control~~

~~2.99 X the aggregate of (1) base salary and (2) average bonus paid during the two years preceding change in control~~

~~2.0 X the aggregate~~sum of (1) base salary and (2) average bonus paid during the two years preceding change in control

~~Premium Payments During~~ COBRA continuation ~~period~~coverage premiums

Maximum of 18 months for each executive and his eligible dependents

Tax Gross Up

~~Provided~~

~~None; subject to cutback~~

~~None, subject to cutback~~

~~Best net provision~~

~~None, subject to cutback~~No tax gross ups are available


~~(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~~that 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 our deduction.

In addition to the cash payments described above, both of our ~~LTIP provides~~LTIPs provide with respect to restricted stock awards ~~that:~~that (1) performance ~~goals~~measures 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.

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 Cochran~~our named executives may provide for the payment of compensation in ~~such event.~~the event of expiration.

~~If Mr. McGraw’s employment agreement expires~~•For Messrs. Mabry 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~~Perry, if ~~he had retired.~~

~~If before January 1, 2021,~~ we provide notice of non-renewal ~~to any~~before the fifth anniversary of ~~Messrs. Chapman, Waycaster or Cochran~~the effective date of his employment agreement 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,~~the fifth anniversary, or if either of Messrs. ~~Chapman, Waycaster~~Mabry or ~~Cochran~~Perry provides notice of non-renewal at any time, no additional amount is due under the agreement.

•If Mr. McGraw’s employment agreement expires and his employment ceases, he will receive his target bonus for the year of expiration, and his restricted stock awards will be settled as if he had retired (as described above).

•As to each of Messrs. Waycaster and Chapman, no additional amount is due upon the expiration of the agreement, regardless of whether we or the executive provides notice of non-renewal.

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.~~2021. The tables ~~do not~~also 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, and account balances in our non-qualified deferred compensation plans. We have included amounts payable under our employment agreements and our LTIPs awards for death, disability ~~death,~~or retirement, termination without cause/constructive termination, termination in connection with a change in control and payments due on the expiration of an ~~employment agreement,~~agreement. The tables do not include the value of any unconditional payments, including account balances in ~~each case determined~~our non-qualified deferred compensation plans and 401(k) plan and benefits earned under our pension plan (as to Messrs. McGraw and Waycaster). Unless otherwise noted, amounts included in the tables below are based on the following:

•For payouts under the PBRP, we have included the actual payout for 2021, regardless of the reason for the payout.

•For three-year time-based restricted stock awards and Mr. Mabry’s five-year time-based restricted stock award, 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. On~~2021, and we have included the full value of the awards. For Mr. McGraw’s one-year time-based restricted stock award, we have included the full value of the award, regardless of the reason for payout.

•For our 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 ~~date,~~ the ~~closing price~~double trigger was satisfied as of December 31, 2021.

•The value of our ~~common~~ stock on December 31, 2021 was ~~$40.89.~~$37.95 per share.

•The amounts included in the “Change in Control” column in the tables below are subject to reduction in the event the applicable named executive’s aggregate payments would exceed the threshold determined under Section 280G.

•Unless otherwise noted, amounts paid in the event of disability or retirement are substantially identical. Only Messrs. Waycaster and McGraw have satisfied the age and service conditions and are eligible to retire.

Mr. Waycaster


	Disability/Retirement		Death		Termination Without Cause/Constructive Termination		Change in Control		Expiration of Agreement
Cash Payments	$	1,235,535	$	1,235,535	$	1,953,035	$	5,315,951	$	—
Awards of performance-based restricted stock	953,506		953,506		953,506		1,642,969		—
Awards of time-based restricted stock	1,035,061		1,035,061		1,035,061		1,642,969		—
COBRA Premiums (18 months)	—		—		29,230		29,230		—
Retiree medical benefits(1)	10,254		—		—		—		—
Death Benefit	—		337,725		—		—		—

Total	$	3,234,356	$	3,561,827	$	3,970,832	$	8,631,119	$	—

(1)This would only be payable if Mr. Waycaster retired.

Mr. Mabry


	Disability		Death		Termination Without Cause/Constructive Termination		Change in Control		Expiration of Agreement
Cash Payments	$	645,750	$	645,750	$	1,170,750	$	2,926,875	$	1,170,750
Awards of performance-based restricted stock	97,367		97,367		97,367		292,101		97,367
Awards of time-based restricted stock	200,084		200,084		200,084		1,272,312		200,084
COBRA Premiums (18 months)	—		—		29,230		29,230		29,230

Total	$	943,201	$	943,201	$	1,497,431	$	4,520,518	$	1,497,431

Mr. McGraw


	Disability/Retirement		Death		Termination Without Cause/Constructive Termination		Change in Control		Expiration of Agreement
Cash Payments	$	479,188	$	479,188	$	1,606,688	$	3,692,401	$	479,188
Awards of performance-based restricted stock	743,947		743,947		1,038,995		1,246,354		743,947
Awards of time-based restricted stock	639,647		639,647		639,647		639,647		639,647
COBRA Premiums (18 months)	—		—		29,230		29,230		—
Death Benefit	—		1,001,936		—		—		—
Total	$	1,862,782	$	2,864,718	$	3,314,560	$	5,607,632	$	1,862,782

Disability

Death
Termination Without Cause/Constructive Termination

Change in
Control⁽¹⁾

Expiration of Agreement
Cash Payments $ 728,700
$ 728,700
$ 2,328,700
$ 4,153,440
$ 728,700
Awards of performance-based restricted stock 647,861
647,861
647,861
647,861
647,861
Awards of time-based restricted stock 613,350
613,350
613,350
613,350
613,350
COBRA Premiums (18 months) —
—
18,542
18,542
—
Life Insurance —
—
—
—
—
Death Benefit —
1,001,936
—
—
—
Total $ 1,989,911
$ 2,991,847
$ 3,608,453
$ 5,433,193
$ 1,989,911


⁽¹⁾	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, and his aggregate payments would be subject to reduction for amounts in excess of the threshold determined under Section 280G.

Mr. Chapman


	Disability		Death		Termination Without Cause/Constructive Termination		Change in Control		Expiration of Agreement
Cash Payments	$	693,413	$	693,413	$	1,257,163	$	2,884,775	$	—
Awards of performance-based restricted stock	537,448		537,448		537,448		900,440		—
Awards of time-based restricted stock	590,464		590,464		590,464		900,440		—
COBRA Premiums (18 months)	—		—		38,965		38,965		—
Total	$	1,821,325	$	1,821,325	$	2,424,040	$	4,724,620	$	—

Mr. Perry


	Disability		Death		Termination Without Cause/Constructive Termination		Change in Control		Expiration of Agreement
Cash Payments	$	491,272	$	491,272	$	952,522	$	1,736,269	$	952,522
Awards of performance-based restricted stock	242,184		242,184		242,184		492,212		242,184
Awards of time-based restricted stock	409,854		409,854		409,854		787,273		409,854
COBRA Premiums (18 months)	—		—		38,965		38,965		38,965
Total	$	1,143,310	$	1,143,310	$	1,643,525	$	3,054,719	$	1,643,525

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
Awards of performance-based restricted stock 172,760
172,760
172,760
172,760
172,760
Awards of time-based restricted stock 258,970
258,970
258,970
797,355
258,970
COBRA Premiums (18 months) —
—
38,734
38,734
38,734
Life Insurance —
—
—
—
—
Total $ 670,616
$ 670,616
$ 1,134,350
$ 2,238,239
$ 1,134,350


⁽¹⁾	As of January 1, 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. Waycaster~~

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
Awards of performance-based restricted stock 215,981
215,981
215,981
215,981
215,981
Awards of time-based restricted stock 163,560
163,560
163,560
347,565
163,560
COBRA Premiums (18 months) —
—
20,671
20,671
20,671
Life Insurance —
400,000
—

—
Death Benefit —
337,725
—
—
—
Total $ 727,951
$ 1,465,676
$ 1,258,622
$ 2,118,158
$ 1,258,622


⁽¹⁾	As of January 1, 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. Hart~~

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
$ —
Awards of performance-based restricted stock 345,561
345,561
345,561
345,561
—
Awards of time-based restricted stock —
—
—
—
—
COBRA Premiums (18 months) —
—
10,020
10,020
—
Stock Options —
—
—
—
—
Life Insurance —
—
—
—
—
Total $ 547,048
$ 547,048
$ 1,065,068
$ 2,412,520
$ —


⁽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, and his aggregate payments would be subject to reduction for amounts in excess of the threshold determined under Section 280G.

~~Mr. Cochran~~

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 stock 172,760
172,760
172,760
172,760
172,760
Awards of time-based restricted stock 149,930
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

REPORT OF THE AUDIT COMMITTEE

The information provided in this section shall not be deemed to be ~~“soliciting material”~~“soliciting material” or to be ~~“filed”~~“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, ~~2017~~2021 and management’s assessment of the design and effectiveness of our internal control over financial reporting as of December 31, ~~2017.~~2021. 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~~applicable requirements of the PCAOB ~~in Rule 3200T (now codified as Auditing Standards No. 1201,~~ ~~Communications with Audit Committees~~).and the Securities and Exchange Commission. 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 1721 meetings during ~~2017.~~2021.

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 of the Company 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, ~~2017~~2021 for filing with the Securities and Exchange Commission.

Audit Committee:



John T. Foy, Chairman		~~Hollis C. Cheek~~
~~Frank B. Brooks~~	~~Marshall H. Dickerson~~
Jill V. Deer, Vice Chairman
Gary D. Butler		Connie L. Engel
Michael D. Shmerling		Sean M. Suggs

February ~~26, 2018~~

25, 2022

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The audit committee has appointed HORNE LLP to serve as our independent registered public accountants for the ~~2018~~2022 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 ~~2017~~2021 and ~~2016~~2020 are as follows:


	2021		2020
Audit Fees(1)	$	759,681	$	732,692
Audit-related Fees(2)	115,624		89,358
Tax Fees	—		—
All Other Fees	—		—
Total	$	875,305	$	822,050

2017 2016
Audit Fees⁽¹⁾
$786,000 $697,666
Audit-related Fees⁽²⁾
35,050 157,536
Tax Fees — —
All Other Fees — —
Total $821,050 $855,202
(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.


⁽¹⁾ (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.	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 ~~2017~~2021 and ~~2016,~~2020, 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 to its chairman 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.

VOTING YOUR SHARES

~~RECORD DATE; SHARES OUTSTANDING~~Attending the Virtual Annual Meeting

Any shareholder who wishes to attend the virtual annual meeting can do so by visiting www.virtualshareholdermeeting.com/RNST2022. Our annual meeting will be held in virtual-only format, via the internet. There will be no physical location for the annual meeting, and you will not be able to attend in person. As a reminder, if you have voted by proxy you do not need to attend the 2022 Annual Meeting, although we welcome your attendance.

•Access to the Webcast. The webcast of the annual meeting will begin promptly at 1:30 p.m. CDT, on Tuesday, April 26, 2022. Online access to the webcast will open approximately 15 minutes prior to the start of the meeting to allow time for you to log in and test your computer system. We encourage shareholders to visit www.virtualshareholdermeeting.com/RNST2022 in advance of the annual meeting to familiarize themselves with the online access process and update their devices as appropriate.

•Log-in Instructions. Shareholders with a valid control number may log in as a “Shareholder”; all other shareholders may login as a “Guest.”

•Shareholders: Shareholders with a valid control number will be able to vote and ask questions online during the annual meeting. If you would like to attend the annual meeting and have a valid control number, please go to www.virtualshareholdermeeting.com/RNST2022 15 minutes prior to the start of the annual meeting to log in. If you are unable to locate your control number, please contact Broadridge at (800) 586-1684. If you access the website for our virtual annual meeting through your brokerage firm's website and do not have your control number, you can access the annual meeting by logging into your brokerage's firm website 15 minutes prior to the start of the annual meeting, selecting the shareholder communications mailbox to link through to the annual meeting and your control number will automatically populate. Questions that comply with the rules of conduct, which will be posted on the annual meeting website, and are germane to the purpose of the annual meeting will be answered during the annual meeting, subject to time constraints. If we receive substantially similar questions, we will group them together.

•Guests: No unique control number is required if you log in as a “Guest”; however, you will be in listen-only mode and will not be allowed to ask questions or vote.

•Log-in Difficulties. Shareholders encountering difficulty with the annual meeting virtual platform during the sign-in process or at any time during the annual meeting may utilize technical support provided by Broadridge. Technical support will be described on the sign-in page for shareholders.

Record Date; Shares Outstanding

The board of directors has fixed the close of business on Friday, February ~~23, 2018,~~18, 2022, 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)~~18, 2022), 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 ~~49,377,197~~55,815,152 shares were outstanding, ~~and were~~ held by approximately ~~13,144 shareholders of record.~~15,002shareholders.

~~VOTING~~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~~the shareholder attends the annual meeting. ~~Shareholders~~You may vote by proxy:

•Using the internet, at ~~www.envisionreports.com/RNST.~~www.proxyvote.com. To vote via the internet, you will need the control number that is included on ~~your~~the Notice or proxy card ~~or the Notice.~~that was mailed to you, as applicable.

•Using a toll free telephone number, at ~~1-800-652-VOTE (8683).~~(800) 690-6903. You will need the control number that is included on ~~your~~the Notice or proxy card ~~or the Notice.~~that was mailed to you, as applicable.

•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 with a valid control number who accesses the annual meeting may also vote ~~in person by ballot at~~during the ~~meeting (only 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~~have voted by proxy, you do not need 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.~~although we welcome your attendance.

~~QUORUM~~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~~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 nominees ~~Donald Clark,~~John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., ~~Albert J. Dale, III, John T. Foy~~E. Robinson McGraw and ~~C. Mitchell Waycaster~~Sean 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.~~2022.

Street Name. For shares held in a broker’s name (sometimes called “street name” or “nominee name”), you must provide voting instructions to ~~the~~your 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

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~~other proposals to be voted on at the annual meeting are 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~~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~~the 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 more~~More information about our majority voting policy ~~see “~~is set forth above in the ~~Proposals~~Corporate Governance and the Board of Directors” section ~~below~~ under the heading “~~Proposal 1 - Election of Four Class 1 Directors~~.“Governing Documents and Practices.”

~~SHARES HELD BY RENASANT 401(K) PLAN~~Shares Held by the Renasant 401(k) Plan

On the record date, the Renasant 401(k) plan held an aggregate of ~~836,264~~640,784 shares, or ~~1.69%~~1.15%, of our common stock. If an account in the Renasant 401(k) plan is invested in common stock, ~~those~~the owner of the account votes these shares ~~are voted~~ by providing instructions to the plan’s trustee, Renasant Bank, ~~who~~which acts as the proxy and votes the shares. If voting instructions are not timely furnished, the ~~trustee~~Bank votes in a manner that “mirrors” how shares for which it has received instructions are voted.

~~SOLICITATION AND REVOCATION OF PROXIES~~

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 ~~Internet~~internet 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.,~~Broadridge to assist in our solicitation of ~~proxies;~~proxies, but 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 of revocation to our Secretary before the annual meeting;

•Provide a ~~subsequent~~proxy dated later than your previous proxy either by telephone or on the ~~Internet; or~~internet;

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

~~Appear in person~~•Attend the virtual annual meeting and vote at the ~~annual~~ meeting, if you are the record owner of our stock or you obtain ~~a broker representation letter~~your 16-digit control number 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 annual meeting to be given effect.

PROPOSALS

~~PROPOSAL~~Proposal 1 - ~~ELECTION OF FOUR CLASS 1 DIRECTORS~~Election of Five Class 2 Directors

Class 2 Nominees. The ~~four~~board has nominated John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., E. Robinson McGraw and Sean M. Suggs for election as Class 12 directors. The five Class 2 directors to be elected at our annual meeting will serve a three-year term, or until the ~~2021~~2025 annual meeting. ~~The board has nominated Donald Clark, Jr., Albert J. Dale, III, John T. Foy and C. Mitchell Waycaster for election as Class 1 directors.~~

~~Class 1 Directors.~~ Biographical information about each nominee for election may be found in the section “Board Members and Compensation” under the heading “~~Members~~“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.~~Vote. Directors are elected by a plurality vote; the nominees ~~in each class~~for election as Class 2 directors 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, which 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,~~ JOHN M. CREEKMORE, JILL V. DEER, NEAL A. HOLLAND, JR., ~~ALBERT J. DALE, III, JOHN T. FOY~~E. ROBINSON MCGRAW AND ~~C. MITCHELL WAYCASTER~~SEAN M. SUGGS AS CLASS 12 DIRECTORS TO THE BOARD OF DIRECTORS.

~~PROPOSAL~~Proposal 2 - ~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~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,~~2021, 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)~~discussion).

Our compensation program is based on a design that rewards the attainment of performance ~~goals~~measures that align the ~~interest~~interests of our executives ~~and~~with those of our shareholders and ~~that~~also 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 ~~2017~~2021 are summarized in detail in the ~~CD&A~~Compensation Discussion and inAnalysis section above and the compensation tables and related disclosures that ~~follow~~appear in the ~~CD&A.~~Compensation Tables section. We urge our shareholders to carefully 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.

Required Vote. The affirmative vote byof 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~~Proposal 3 - ~~RATIFICATION OF THE APPOINTMENT OF~~Ratification of the Appointment of HORNE LLP ~~AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2018~~as Independent Registered Public Accountants for 2022

Ratification. We are asking our shareholders to ratify the audit ~~committee's~~committee’s selection of HORNE LLP as our independent registered public accountants for ~~2018.~~2022. 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 byof 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.~~2022. 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 and our shareholders’ best ~~interests and in the best interests of our shareholders.~~interests.



OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF HORNE LLP AS INDEPENDENT REGISTER PUBLIC ACCOUNTANTS FOR ~~2018.~~2022.

~~OTHER MATTERS~~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~~on our proxy card will have discretionary authority to vote all proxies with respect to such matters in accordance with their best judgment.

STOCK OWNERSHIP

~~COMMON STOCK OWNERSHIP OF MORE THAN~~Common Stock Ownership Greater than 5%

The following table sets forth information regarding the beneficial ownership of our common stock as of March 7, ~~2018,~~2022, by each person or entity, including any group as(as that term is used in Section 13(d)(3) of the Exchange ~~Act,~~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~~on the number of shares of our common stock outstanding as of March 7, ~~2018,~~2022, which was ~~49,390,197~~55,815,152 shares.

Name and Address Number of Shares Beneficially Owned Percent of Class
The Vanguard Group, Inc. 3,795,245
⁽¹⁾
7.68 %
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
Dimensional Fund Advisors LP 3,068,269
⁽²⁾
6.21 %
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


Name and Address	Number of Shares Beneficially Owned		Percent of Class
BlackRock, Inc.	^8,241,803(1)	The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 1) filed with the SEC on February 12, 2018 by The Vanguard Group, Inc. (“Vanguard”) reporting beneficial ownership as of December 31, 2017. Of the 3,795,245 shares covered by the Schedule 13G, Vanguard has sole voting power with respect to 49,462 shares, shared voting power with respect to 6,407 shares, sole dispositive power with respect to 3,742,999 shares and shared dispositive power with respect to 52,246 shares. According to the Schedule 13G, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 45,839 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 10,030 shares as a result of it serving as investment manager of Australian investment offerings. No one person or entity's interest in our common stock is more than 5% of our total outstanding common shares.	14.77	%

55 East 52nd Street New York, New York 10055
Vanguard Group Inc.	^6,003,946(2)	~~The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 8) filed with the SEC on February 9, 2018 by~~	10.76	%
100 Vanguard Boulevard Malvern, Pennsylvania 19355
Victory Capital Management Inc.	4,207,280(3)		7.54	%
4900 Tiedeman Road, 4th Floor Brooklyn, Ohio 44144
Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of December 31, 2017. Of the 3,068,269 shares covered by the Schedule 13G, Dimensional has sole voting power with respect to 2,964,098 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.	3,699,077(4)		6.63	%

Building One 6300 Bee Cave Road Austin, Texas 78746
⁽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.

~~BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS~~

(1)The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 14) filed with the SEC on January 27, 2022 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2021. Of the 8,241,803 shares covered by the Schedule 13G, BlackRock has sole voting power with respect to 8,143,683 shares, no shared voting power, and sole dispositive power with respect to all of the shares. BlackRock's Schedule 13G discloses that one subsidiary of BlackRock, iShares Core S&P Small Cap ETF, owns more than 5% of our common stock.

(2)The amount shown in the table and the following information are based on a Schedule 13G filed with the SEC on February 10, 2022 by Vanguard Group Inc. (“Vanguard”) reporting beneficial ownership as of December 31, 2021. Of the 6,003,946 shares covered by the Schedule 13G, Vanguard has sole voting power over none of the shares, shared voting power with respect to 48,063 shares, sole dispositive power with respect to 5,909,944 shares and shared dispositive power with respect to 94,002 shares. According to Vanguard's Schedule 13G, no client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of such shares.

(3)The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 1) filed with the SEC on February 2, 2022 by Victory Capital Management Inc. (“VCM”) reporting beneficial ownership as of December 31, 2021. Of the 4,207,280 shares covered by the Schedule 13G, Victory has sole voting power over 4,146,722 shares, shared voting power over none of the shares and sole dispositive power over all of the shares. Victory clients, including registered investment companies and separately managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these Renasant shares. According to VCM's Schedule 13G, no client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of such shares.

(4)The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 12) filed with the SEC on February 8, 2022 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of December 31, 2021. Of the 3,699,077 shares covered by the Schedule 13G, Dimensional has sole voting power with respect to 3,629,267 shares, shared voting power over none of the shares and sole dispositive power over all of the shares. Dimensional is a registered investment advisor that, directly or indirectly, 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.

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.~~2022. Each of the persons listed in the table below under the heading “~~Directors~~“Directors and ~~Nominees~~”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.

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 ~~49,390,197~~55,815,152 shares of our common stock ~~issued and~~ outstanding as of March 7, ~~2018~~2022 plus, as to each director orand 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 of Class
Directors and Nominees:(1)
Gary D. Butler	3,598		—	—		3,598	*
Donald Clark, Jr.	9,847		—	18,197	(2)	28,044	*
John M. Creekmore	18,863		—	—		18,863	*
Albert J. Dale, III	30,751		—	203	(3)	30,954	*
Jill V. Deer	14,028		—	—		14,028	*
Connie L. Engel	4,828		—	—		4,828	*
John T. Foy	27,817		—	—		27,817	*
Richard L. Heyer, Jr.	32,326		—	6,005	(4)	38,331	*
Neal A. Holland, Jr.	66,526	(5)	—	162,847	(5)	229,373	*
Michael D. Shmerling	163,562		—	1,519	(6)	165,081	*
Sean M. Suggs	4,953		—	—		4,953	*
Named Executive Officers:
E. Robinson McGraw	259,803	(7)	—	—		259,803	*
C. Mitchell Waycaster	205,012	(8)	—	—		205,012	*
James C. Mabry IV	86,641	(9)	—	—		86,641	*
Kevin D. Chapman	128,637	(10)	—	—		128,637	*
Curtis J. Perry	57,361	(11)	—	—		57,361	*
All directors, nominees and executive officers as a group (23 persons total)	1,412,654		—	189,057		1,601,711	2.87%

* Less than 1% of the outstanding common stock.

(1)For each non-employee director, direct ownership includes 1,555 shares representing an award of time-based restricted stock under the 2020 LTIP that will vest as of the 2022 Annual Meeting. Each director possesses voting and dividend rights with respect to these shares.

⁽¹⁾

(2)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.

(3)These shares are held by Mr. Dale's grandchildren.

(4)These shares are held by Dr. Heyer’s spouse.

(5)Of theshares listed as directly and indirectly owned, 111,893 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.

(6)These shares are held by Mr. Shmerling's children.

(7)Mr. McGraw is also the Chairman of our board of directors. His direct ownership includes 43,621 shares representing an award of time-based restricted stock under our LTIPs and 32,842 shares representing target awards of performance-based restricted stock under our LTIPs.

~~For each non-employee director, direct ownership includes 812 shares representing an award of time-based restricted stock under the LTIP that will vest as of the annual meeting.~~


⁽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⁾	~~These shares are held by Mr. Dale's grandchildren.~~


⁽⁵⁾	~~Of the 8,898 shares owned by Mr. Dickerson, 4,885 shares are pledged as collateral for a loan from the Bank.~~


⁽⁶⁾	~~These shares are held by Dr. Heyer’s spouse.~~

⁽⁷⁾

~~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⁾	~~Of the 157,347 shares listed as directly owned, 139,834 shares are pledged as collateral for a loan from the Bank.~~

(8)Mr. Waycaster is also a member of our board of directors. Direct ownership includes an aggregate of 17,144 shares allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 59,288 shares representing an award of time-based restricted stock under our LTIPs and 58,284 shares representing target awards of performance-based restricted stock under our LTIPs.

⁽¹¹⁾

(9)Direct ownership includes 40,503 shares representing awards of time-based restricted stock under our LTIPs and 14,674 shares representing target awards of performance-based restricted stock under our LTIPs.

(10)Of the shares listed as directly owned, 8,972 shares are pledged as collateral for a loan. Direct ownership includes an aggregate of 6,159 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 32,030 shares representing an award of time-based restricted stock under our LTIPs and 31,377 shares representing target awards of performance-based restricted stock under our LTIPs.

(11)Direct ownership includes 26,914 shares representing an award of time-based restricted stock under our LTIPs and 19,139 shares representing target awards of performance-based restricted stock under our LTIPs.

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, 13,000 shares representing an award of time-based restricted stock under our LTIP and 20,000 shares representing a target award of performance-based restricted stock under our LTIP.


⁽¹²⁾	Direct ownership includes an aggregate of 5,559 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 24,500 shares representing an award of time-based restricted stock under our LTIP and 10,000 shares representing a target award 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⁾	Mr. Hart is also a member of our board of directors. Direct ownership includes an aggregate of 717 shares allocated to his account under our 401(k) plan, over which Mr. Hart has voting power, and 2,933 shares representing an award of time-based restricted stock under our LTIP and 5,333 shares representing a target award of performance-based restricted stock under our LTIP.


⁽¹⁵⁾	Direct ownership includes an aggregate of 1,986 shares allocated to Mr. Cochran's account under our 401(k) plan, over which he has voting power, 11,500 shares representing an award of time-based restricted stock under our LTIP and 8,000 shares representing a target award of performance-based restricted stock under the LTIP. Other ownership includes 254 shares held by Mr. Cochran's children.

The performance-based restricted stock awards under ~~the LTIP~~our LTIPs described in notes ~~11-15~~7-11 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~~on the outcome of applicable performance ~~objectives.~~measures. Each recipient also possesses voting and dividend rights with respect to the ~~award of the~~ time-based restricted stock awards described in note 1 for the directors and notes ~~11-15~~7-11 for the executives.

~~SECTION~~The table above does not include stock units credited under the DSU Plan, which will be paid in common stock upon retirement. Units in the DSU Plan are included in each director’s and executive officer’s stock ownership when measuring compliance with our stock ownership guidelines. The following table presents the stock units under the DSU Plan allocated to each director and executive who participated in the plan as of January 1, 2022, the most recent allocation date:


						Stock Units Allocated under the DSU Plan
Directors and Nominees:
John M. Creekmore						4,161
Albert J. Dale, III						4,286
Jill V. Deer						5,892
Connie L. Engel						520
John T. Foy						8,623
Richard L. Heyer, Jr.						9,527
Neal A. Holland, Jr.						3,621
Michael D. Shmerling						25,429
Sean M. Suggs						4,193
Named Executive Officers:
E. Robinson McGraw						8,556
Curtis J. Perry						565
C. Mitchell Waycaster						133

Delinquent Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Reports

Section 16(a) of the Exchange Act requires our directors, 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,~~In 2021, our 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 2017 and Forms 5 and amendments thereto furnished to us with respect to 2017, or written representations from reporting persons that no Form 5 filing was required, we believe that in 2017 our executive officers ~~directors~~ and greater than 10% owners timely filed all reports they were required to file under Section 16(a)., except as follows. With respect to R. Rick Hart, who retired as a director effective as of the 2021 annual meeting, one Form 4 covering the withholding of taxes on the issuance of his restricted stock award during the first quarter of 2021 was filed late. With respect to Mary John Witt, who retired in 2021, one Form 4 covering the forfeiture of restricted stock awards during the first quarter of 2021 was filed late.

In making the foregoing determination, we have relied solely upon a review of Forms 3 and 4 and amendments thereto filed electronically with the SEC in 2021 and Forms 5 and amendments thereto filed electronically with the SEC with respect to 2021 and any written representations we received from reporting persons that no Form 5 filing was required.

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.~~2021. Requests should be mailed to John S. Oxford, ~~First~~Senior 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 ~~Internet~~internet website, www.renasant.com.

By Order of the Board of Directors,

E. Robinson McGraw

Chairman of the Board and

~~Chief~~ Executive ~~Officer~~Chairman

Appendix A – Non-GAAP Financial Measures

~~REVOCABLE PROXY~~Adjusted diluted earnings per share, return on average tangible shareholders’ equity and return on average tangible assets (included calculated on an as-adjusted basis), are non-GAAP financial measures. These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets and certain charges with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. For 2021, these charges include COVID-19 related expenses, debt prepayment penalties, swap termination gains, asset valuation adjustments and restructuring charges. For prior years, these charges include, in addition to some of the 2021 charges, merger and conversion expenses, expenses associated with strategic hiring, debt prepayment penalties, asset valuation adjustments, and the revaluation of our net deferred tax assets (in connection with the corporate tax reduction enacted by the 2017 Tax Cuts and Jobs Act). With respect to COVID-19 related expenses in particular, management added these expenses as a charge to exclude when calculating non-GAAP financial measures because the expenses included within this line item are readily quantifiable and possess the same characteristics with respect to management’s inability to accurately predict the timing or amount thereof as the other charges excluded when calculating non-GAAP financial measures.

~~RENASANT CORPORATION~~

~~ANNUAL MEETING OF SHAREHOLDERS~~

~~APRIL 24, 2018~~

~~1:30 P.M.~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.~~Our management uses these non-GAAP financial measures to evaluate capital utilization and adequacy. In addition, we believe these measures facilitate the making of period-to-period comparisons and are meaningful indicators of our operating performance, particularly because, in the case of exclusions related to intangible assets, these measures are widely used by industry analysts for companies with merger and acquisition activities. Also, because intangible assets such as goodwill and the core deposit intangible and charges such as debt prepayment penalties, swap termination gains, restructuring charges and COVID-19 related expenses can vary extensively from company to company and, as to intangible assets, are excluded from the calculation of a financial institution’s regulatory capital, we believe that the presentation of this non-GAAP financial information allows readers to more easily compare our results to information provided in other regulatory reports and the results of other companies. In addition, our compensation committee may use one or more of these non-GAAP financial measures to determine performance-based payouts under our PBRP and LTIPs when the use of the non-GAAP measures more closely aligns with the purposes and objectives of our compensation program (such as providing a more consistent basis for making compensation decisions).

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~~reconciliations of ~~them, acting singly, as attorneys and proxies~~these non-GAAP financial measures to their most comparable GAAP measures are below. None of the ~~signer of the proxy card, with full power of substitution, to vote all shares of stock which the signer~~non-GAAP financial information below is ~~entitled to vote at the Annual Meeting of Shareholders of Renasant Corporation~~intended 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~~considered in isolation or as a substitute for any ~~and all adjournments and postponements thereof. The proxies are authorized to vote all shares of stock~~measure prepared in accordance with GAAP. You should note that, because there are no standardized definitions for the ~~following instructions~~calculations as well as the results, our calculations may not be comparable to similarly titled measures presented by other companies or the same as non-GAAP financial measures we have provided for other purposes, such as our quarterly earnings releases. There may be limits in the usefulness of these measures, and ~~with discretionary authority as described herein at~~we encourage readers to consider the ~~meeting or~~Company’s consolidated financial statements in their entirety and not to rely on 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.~~

single financial measure.

A-1

~~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 PROXY~~

~~Annual Meeting of Shareholders~~

~~RENASANT CORPORATION~~

~~April 24, 2018~~

~~Mark here to vote~~

~~FOR~~ ~~all nominees~~

~~Mark here to~~ ~~WITHHOLD~~ ~~vote all nominees~~

~~For All~~

~~EXCEPT~~

~~To elect four Class 1 directors for a three-year term expiring in 2021:~~

~~Donald Clark, Jr.~~

~~Albert J. Dale, III~~

~~John T. Foy~~

~~C. 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.~~

~~For~~

~~Against~~

~~Abstain~~

~~To adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers, as described in the proxy statement;~~

~~To ratify the appointment of HORNE, LLP as our independent registered public accountants for 2018; and~~

~~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.~~

~~Please be sure to date and sign this proxy card in the box below.~~

~~Sign above~~

~~Date~~

~~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.~~


Reconciliation of GAAP to Non-GAAP
(Dollars in thousands, except per share data)	Year ended December 31,
	2021			2020			2019			2018			2017
Net income (GAAP)	$	175,892		$	83,651		$	167,596		$	146,920		$	92,188
Amortization of intangibles	6,042			7,121			8,105			7,179			6,530
Tax effect on adjustments noted above	(1,354)			(1,382)			(1,808)			(1,588)			(2,172)
Tangible net income (non-GAAP)	$	180,580		$	89,390		$	173,893		$	152,511		$	96,546

Net income (GAAP)	$	175,892		$	83,651		$	167,596		$	146,920		$	92,188
COVID-19 related expenses	1,511			10,343			—			—			—
Restructuring charges	368			7,365			—			—			—
MSR valuation adjustment	(13,561)			11,726			1,836			—			—
Debt prepayment penalties	6,123			121			54			—			205
Expense associated with strategic hiring efforts	—			—			9,196			—			—
Merger-related expenses	—			—			279			14,246			10,378
Revaluation of net deferred tax assets	—			—			—			—			14,486
Swap termination charges	—			2,040			—			—			—
Swap termination gain	(4,676)			—			—			—			—
Tax effect on adjustments noted above	2,294			(6,131)			(2,534)			(3,151)			(3,521)
Net income with exclusions (non-GAAP)	$	167,951		$	109,115		$	176,427		$	158,015		$	113,736

Average shareholders' equity (GAAP)	$	2,209,409		$	2,114,590		$	2,107,832		$	1,701,334		$	1,380,950
Average intangibles	966,733			973,287			976,065			747,008			565,507
Average tangible shareholders' equity (non-GAAP)	$	1,242,676		$	1,141,303		$	1,131,767		$	954,326		$	815,443

Average total assets (GAAP)	$	15,905,986		$	14,503,449		$	12,875,986		$	11,104,567		$	9,509,308
Average intangibles	966,733			973,287			976,065			747,008			565,507
Average tangible assets (non-GAAP)	$	14,939,253		$	13,530,162		$	11,899,921		$	10,357,559		$	8,943,801

Average common shares outstanding - diluted	56,424,484			56,468,165			58,226,686			52,626,850			47,001,516

Diluted Earnings per Share
Diluted EPS (GAAP)	$3.12			$1.48			$2.88			$2.79			$1.96
Effect of exclusions from net income	-0.14			0.45			0.15			0.21			0.46
Diluted EPS, with exclusions (Non-GAAP)	$2.98			$1.93			$3.03			$3.00			$2.42

Return on Average Equity
Return on (average) shareholders' equity (GAAP)	7.96		%	3.96		%	7.95		%	8.64		%	6.68		%
Effect of adjustment for intangible assets	6.57		%	3.87		%	7.41		%	7.34		%	5.16		%
Return on average tangible shareholders' equity (non-GAAP)	14.53		%	7.83		%	15.36		%	15.98		%	11.84		%

Return on (average) shareholders' equity (GAAP)	7.96		%	3.96		%	7.95		%	8.64		%	6.68		%
Effect of exclusions from net income	(0.36)		%	1.20		%	0.42		%	0.65		%	1.56		%
Return on (average) shareholders' equity with exclusions (non-GAAP)	7.60		%	5.16		%	8.37		%	9.29		%	8.24		%
Effect of adjustment for intangible assets	6.29		%	4.90		%	7.78		%	7.85		%	6.24		%
Adjusted return on average tangible shareholders' equity with exclusions (non-GAAP)	13.89		%	10.06		%	16.15		%	17.14		%	14.48		%

A-2


Reconciliation of GAAP to Non-GAAP
(Dollars in thousands, except per share data)	Year ended December 31,
	2021		2020		2019		2018		2017
Return on Average Assets
Return on (average) assets (GAAP)	1.11	%	0.58	%	1.30	%	1.32	%	0.97	%
Effect of adjustment for intangible assets	0.10	%	0.08	%	0.16	%	0.15	%	0.11	%
Return on average tangible assets (non-GAAP)	1.21	%	0.66	%	1.46	%	1.47	%	1.08	%

Return on (average) assets (GAAP)	1.11	%	0.58	%	1.30	%	1.32	%	0.97	%
Effect of exclusions from net income	(0.05)	%	0.17	%	0.07	%	0.10	%	0.23	%
Return on (average) assets with exclusions (non-GAAP)	1.06	%	0.75	%	1.37	%	1.42	%	1.20	%
Effect of adjustment for intangible assets	0.10	%	0.10	%	0.17	%	0.16	%	0.12	%
Adjusted return on average tangible assets (non-GAAP)	1.16	%	0.85	%	1.54	%	1.58	%	1.32	%

Total Loans excluding PPP
Total loans (GAAP)	10,020,914		10,933,647		9,689,638		9,083,129		7,620,322
PPP loans	58,391		1,128,703		—		—		—
Total loans excluding PPP (non-GAAP)	9,962,523		9,804,944		9,689,638		9,083,129		7,620,322

A-3


4.DATE AND TIME			~~To transact~~1:30 p.m., Central time, on Tuesday, April 26, 2022
ITEMS OF BUSINESS			1.Election of five Class 2 directors who will each serve a three-year term expiring in 2025; 2.Adoption, in a non-binding advisory vote, of a resolution approving the compensation of our named executive officers; 3.Ratification of the appointment of HORNE LLP as Renasant's independent registered public accountants for 2022; and 4.Transaction of such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

	18, 2022.
ANNUAL REPORT		~~If you received a paper copy of the~~Our proxy statement, ~~and~~ proxy card ~~our~~and Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2021, which serves as our Annual Report to Shareholders but is not part of our solicitation materials, have been posted on our internet website at www.proxyvote.com. If you received a paper copy of the proxy statement and proxy card, our annual report is also enclosed. ~~These documents~~
HOW TO ACCESS THE VIRTUAL MEETING		You can access the webcast of the 2022 Annual Meeting over the internet at www.virtualshareholdermeeting.com/RNST2022. Detailed instructions for accessing the virtual meeting are ~~also accessible at http://www.envisionreports.com/RNST~~included in the .Voting Your Shares section of the proxy statement of which this notice forms a part. There is no physical location for the 2022 Annual Meeting.



	More Information	Board Recommendation
Proposal 1	Page 4959	FOR each nominee
Election of Class 12 Directors ~~(four~~(five nominees)

Proposal 2	~~Pages 49-50~~Page 59	FOR
~~Approval~~Adoption of an advisory resolution approving the compensation of our named executive officers

Proposal 3	Page 5059	FOR
Ratification of the appointment of HORNE LLP as our independent registered public accountants for ~~2018~~2022


Internet	Telephone	Mail
Visit www.proxyvote.com. You will need the control number on your Notice or the proxy card mailed to you, as applicable.	Call toll free (800) 690-6903. You will need the control number on the Notice or your proxy card, as applicable.	Complete and mail your proxy card to the address on the card, if you received a paper copy of the proxy statement and proxy card.


Correlation Measure	Comparative Compensation Measure	Correlation
Diluted earnings per share (EPS)(1)	Total cash compensation, which includes base salary and an annual performance-based cash award	•EPS is an annual measure of earnings •Cash compensation represents payments with an annual focus
Total shareholder return (TSR)	Total realized compensation, which includes base salary and an annual cash award, which is performance-based, and the value of his equity compensation, a portion of which is performance-based	•TSR measures the delivery of shareholder value over a longer period •Total compensation, including equity compensation, includes payments that provide value over longer periods


~~TIME AND PLACE~~	~~1:30 p.m., Central time, on Tuesday, April 24, 2018~~


~~ITEMS OF BUSINESS~~	~~1. To elect four Class 1 directors who will each serve a three-year term expiring in 2021;~~


RECORD DATE			You can vote if you were a shareholder of record as of the close of business on February ~~23, 2018.~~


PROXY VOTING			It 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.



			Page
PROXY SUMMARY............................................................................................................................			1
~~PROXY SUMMARY~~Voting............................................................................................................................................			1
~~Voting~~2021 Financial and Compensation Highlights...............................................................................			1		2
~~Succession Plan~~ Environmental, Social and Governance Highlights for 2021.........................................................			1		4
~~2017 Financial Performance and Relationship to Compensation~~			2
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS	4...............................................	6
Governing Documents and ~~Practices~~Practices...........................................................................................			4
~~Board Governance~~	4	6
Board of ~~Directors~~Directors.........................................................................................................................			59
Director Independence.................................................................................................................			10
Board Leadership Structure..........................................................................................................			5		10
Board ~~Committees~~Committees........................................................................................................................			6		11
Role of the Board in Risk ~~Oversight~~Oversight.............................................................................................			8		13
Director Selection and Diversity....................................................................................................			9		15
~~Director Independence~~			9
~~Indebtedness of Directors and Executive Officers~~	10
~~Other~~ Related Person ~~Transactions~~Transactions........................................................................................................	10			16
Legal Proceedings Involving a Director or Executive Officer and the Company or the ~~Bank~~Bank.......			10		17
Shareholder ~~Communications~~Communications......................................................................................................			10		17
BOARD MEMBERS AND COMPENSATION			13....................................................................................	20
Members of the Board of ~~Directors~~Directors...............................................................................................			13		20
Director ~~Compensation~~Compensation.................................................................................................................			17		25
EXECUTIVE OFFICERS			20....................................................................................................................	27
COMPENSATION DISCUSSION AND ANALYSIS			22...........................................................................	29
~~Modifications to Our Executive Compensation Program~~Say-on-Pay...................................................................................................................................			22		29
~~Say-on-Pay~~			23
~~Basic Objectives~~Purposes of Our Compensation ~~Program~~Program.....................................................................................	23
~~Features of Our Compensation Program~~	24	29
Compensation Committee ~~Process and Risk Mitigation Practices~~Practices............................................................................................			26		31
~~Compensation Decisions Made~~Decision-Making Process for ~~2017~~2021...............................................................................................			29		34
2021 Compensation Decisions.....................................................................................................			36
COMPENSATION COMMITTEE REPORT			32......................................................................................	41
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			32........................	41
COMPENSATION TABLES			33.............................................................................................................	42
~~2017~~2021 Summary Compensation ~~Table~~Table............................................................................................			33		42
Grants of Plan-Based ~~Awards~~Awards.......................................................................................................			35		44
Outstanding Equity Awards as of December ~~31,2017~~31, 2021..................................................................			36		45
Option Exercises and Vested Restricted ~~Stock~~Stock.............................................................................			36		45
Pension ~~and SERP Benefits~~Benefits...........................................................................................................................			37		46
Non-Qualified Deferred ~~Compensation~~Compensation.........................................................................................			37		46
CEO Pay ~~Ratio~~Ratio..............................................................................................................................			38		47
Payments and Rights on Termination or Change in ~~Control~~Control.........................................................			48
39REPORT OF THE AUDIT COMMITTEE............................................................................................			54
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS...............................................................			55
VOTING YOUR SHARES..................................................................................................................			56
Attending the Virtual Annual Meeting............................................................................................			56



			Page
~~REPORT OF THE AUDIT COMMITTEE~~	45
~~INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS~~	46
~~VOTING YOUR SHARES~~	47
Record Date; Shares ~~Outstanding~~Outstanding................................................................................................			47	56
~~Voting~~Voting............................................................................................................................................			47	56
~~Quorum~~Quorum.........................................................................................................................................			47	57
How Votes are ~~Counted~~Counted................................................................................................................			47	57
Required Vote for Each ~~Proposal~~Proposal.................................................................................................			48	57
Shares Held by the Renasant 401(k) ~~Plan~~Plan....................................................................................			48	57
Solicitation and Revocation of ~~Proxies~~Proxies.........................................................................................			48	58
PROPOSALS.....................................................................................................................................			49	59
Proposal 1 - Election of ~~Four~~Five Class ~~1 Directors~~2 Directors............................................................................			49	59
Proposal 2 - Advisory Vote on Executive ~~Compensation~~Compensation..............................................................			49	59
Proposal 3 - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for ~~2018~~2022....................................................................................................................			5059
Other Matters................................................................................................................................			60
~~OTHER MATTERS~~STOCK OWNERSHIP........................................................................................................................			50
~~STOCK OWNERSHIP~~	51	61
Common Stock Ownership ~~of More~~Greater than 5%...............................................................................			51	61
Beneficial Ownership of Common Stock by Directors and Executive ~~Officers~~Officers.............................			51	62
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports................................................................................................			53	64
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K..................................................................			64
54APPENDIX A - NON-GAAP FINANCIAL INFORMATION................................................................			A-1



	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	%


Our Customers			⁽¹⁾•We experienced double-digitincreases in the use of our mobile and online banking services, expanding access to our banking services without the need of visiting a physical location. •We developed a dedicated customer experience program – RNSTX. The program is designed to improve customer service, increase customer loyalty and promote customer advocacy. Customer evaluation is a core element of the RNSTX program, and in 2021 we conducted over 7,600 customer evaluations, which we used to increase the effectiveness of our customer service, including customer effort, satisfaction, overall experience and loyalty scores. In addition, 55% of our employees received perfect customer evaluations. •We provided customer engagement training to more than 50employees, including retail team leaders, branch managers and personal bankers equating to more than 1,000 classroom hours.			Exclusions include items considered to be nonrecurring; for 2017, nonrecurring items were merger and conversion expenses and debt prepayment penalties, each on an after-tax basis, and the revaluation of net deferred tax assets. These performance measures 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, 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.


aOur Communities			•Renasant Roots is a financial education resource that includes credit and home ownership education, small business technical assistance, youth mentoring, and charitable contributions. •We ~~recorded~~originated more than $460 million in Community Development Loans. We also made Community Development Loans in the form of lines of credit for Community Development Financial Institutions. •We made loans through government sponsored programs totaling over $810 million, which have features attractive to low- and moderate-income borrowers. •We made over 655 Community Homebuyer Mortgage loans, totaling $120 million. These loans are intended to be attractive to borrowers in low- and moderate-income census tracts and contain terms and features to support applicants who may not otherwise qualify for our ~~highest level of annual earnings in 2017, with net income of $92.2 million, marking our fifth consecutive year of record net income.~~ traditional mortgage products.
Our ~~diluted EPS of $1.96 represented a decline in 2017 as compared to 2016, but the decline was primarily on account~~Employees			•We implemented significant portions of the ~~passage~~strategic plan developed by our Social Responsibility, Diversity and Inclusion Committee, with a focus on establishing multiple channels of ~~the Tax Cuts~~communication and Jobs Act in December 2017. 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 itemsencouraging employee engagement, training and education. •We encouraged employee engagement and feedback through surveys such as ~~merger~~an annual employee survey, communication survey and ~~conversion expenses~~equity, diversity and ~~debt prepayment penalties; these items reduced diluted EPS by $0.15 in the aggregate.~~


a	~~In November 2017, we increased~~ •Our employees completed over 78,000 hours (approximately 30 hours per employee) of training through our ~~annual dividend to $0.76 per share.~~


a	We continued to enjoy excellent asset quality in 2017. Total non-purchased non-performing assets declined $13.3 million 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.


a	~~Our cumulative total shareholder return, or TSR, for the three-year period ending December 31, 2017, was 48.7%.~~



2017 Director Compensation
Name	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
George H. Booth, II	$	42,167	$	35,000	$	3,136	$	5,293	$	85,596
Frank B. Brooks	57,167		35,000		2,816		7,725		102,708
Hollis C. Cheek	54,167		35,000		—		582		89,749
Donald Clark, Jr.	20,500		29,167		—		134		49,801
John M. Creekmore	68,667		35,000		3,580		9,395		116,642
Albert J. Dale, III	69,167		35,000		—		6,376		110,543
Jill V. Deer	49,917		35,000		337		582		85,836
Marshall H. Dickerson	59,167		35,000		—		7,725		101,892
John T. Foy	57,917		35,000		—		7,725		100,642
Richard L. Heyer, Jr.	45,917		35,000		2,425		582		83,924
Neal A. Holland, Jr.	74,292		35,000		—		582		109,874
J. Niles McNeel	46,667		35,000		—		7,725		89,392
Hugh S. Potts, Jr.	41,667		35,000		532		7,725		84,924
Fred Sharpe	49,167		35,000		74		582		84,823
Michael D. Shmerling	54,667		35,000		—		7,054		96,721



2017 BASE SALARY ADJUSTMENTS
	Base Salary (2017)		Base Salary (2016)		% Increase
Mr. McGraw	$	800,000	$	750,000	6.67	%
Mr. Chapman	425,000		375,000		13.33	%
Mr. Waycaster	510,000		450,000		13.33	%
Mr. Hart	508,000		496,000		2.42	%
Mr. Cochran	375,000		—		—



2017 COMPANY-WIDE PERFORMANCE MEASURES
Performance Measure	Weight	Threshold Performance		Target Performance		Superior 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



PBRP 2017 PAYOUTS
Performance Measure	% of Award	2017 Achieved	Mr. McGraw		Mr. Chapman		Mr. Waycaster
EPS	60%	101.68% of Target	$	523,200	$	171,518	$	250,155
NRPS	40%	97.98% of Target	205,500		67,368		98,255
Total	100%		728,700		238,886		348,410

			Mr. Hart		Mr. Cochran
EPS	30%	101.68% of Target	$	103,823	$	74,086
NRPS	20%	97.98% of Target	40,779		29,099
Regional Performance	50%	44.79% of Target⁽¹⁾	56,885		133,587
		142.49% of Target⁽²⁾
Total	100%		201,487		236,772



2017 LTIP PAYOUTS (NUMBER OF SHARES)
	Results		Payouts (Number of Shares)
Performance Measure	% of Award	Award Level	Mr. McGraw	Mr. Chapman	Mr. Waycaster	Mr. Hart	Mr. Cochran
EPS	60%	101.68% of Target	10,632	2,835	3,544	5,671	2,835
NRPS	40%	97.98% of Target	5,212	1,390	1,738	2,780	1,390
Total	100%		15,844	4,225	5,282	8,451	4,225



2017 ABOVE-MARKET EARNINGS AND ACCRUALS
Name	Above-market Earnings		Pension Plan Accruals		SERP Accruals
Mr. McGraw	$	7,557	$	125,907	$	—
Mr. Chapman	190		—		—
Mr. Waycaster	585		27,940		—
Mr. Hart	4,584		—		101,882
Mr. Cochran	594		—		—



OTHER COMPENSATION PAID IN 2017
Name	Plan Contributions		Insurance Premiums		Restricted Stock Dividends		Automobile Allowance		Country Club Dues		Deferred Income Contribution		Gross Up		Total
Mr. McGraw	$	41,975	$	1,956	$	20,520	$	15,600	$	10,053	$	5,458	$	13,938	$	109,500
Mr. Chapman	41,975		2,005		11,790		12,000		4,260		—		—		72,030
Mr. Waycaster	41,975		6,320		8,550		12,000		7,053		—		—		75,898
Mr. Hart	41,975		9,842		5,580		12,688		9,600		—		—		79,685
Mr. Cochran	41,975		2,900		7,470		12,000		7,053		—		—		71,398



2017 PLAN-BASED AWARDS
			Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP)			Estimated Possible Payouts Under Equity Incentive Plan (LTIP)
Name	Grant Date	Date of Compensation Committee Action	Threshold ($)	Target ($)	Superior ($)	Threshold (#)	Target (#)	Superior (#)	Grant Date Fair Value of Stock and Option Awards ($)
A	B	C	D	E	F	G	H	I	J
Mr. McGraw	1/1/2017	11/9/2016	320,000	640,000	1,280,000	10,000	15,000	22,500	633,300
	1/1/2017	11/9/2016					15,000		633,300
Mr. Chapman	1/1/2017	11/9/2016	106,250	212,500	425,000	2,667	4,000	6,000	168,880
	1/1/2017	11/9/2016					4,000		168,880
	5/1/2017	4/25/2017					12,000		508,800
Mr. Waycaster	1/1/2017	11/9/2016	153,000	306,000	612,000	3,333	5,000	7,500	211,100
	1/1/2017	11/9/2016					5,000		211,100
Mr. Hart	1/1/2017	11/9/2016	127,000	254,000	508,000	5,333	8,000	12,000	337,760
Mr. Cochran	1/1/2017	11/9/2016	93,750	187,500	375,000	2,667	4,000	6,000	168,880
	1/1/2017	11/9/2016					4,000		168,880



PENSION AND SERP BENEFITS FOR 2017
Name	Type of Plan	Years of Credited Service	Present Value of Accumulated Benefit		Payments Made in 2017
A	B	C	D		E
Mr. McGraw	Defined Benefit Pension Plan	23	$	1,077,124	$	—
Mr. Waycaster	Defined Benefit Pension Plan	18	186,561		—
Mr. Hart	SERP	10	2,204,874		—



	2017	2016
Audit Fees⁽¹⁾	$786,000	$697,666
Audit-related Fees⁽²⁾	35,050	157,536
Tax Fees	—	—
All Other Fees	—	—
Total	$821,050	$855,202