Renasant Corp Appoints New CFO; Current CFO James Mabry to Retire

What Happened

• Renasant Corporation filed an 8‑K on August 25, 2026 announcing that Catherine Mealor will join Renasant and Renasant Bank as Executive VP (Renasant) and Senior Executive VP (Bank) on October 5, 2026, and will assume the Chief Financial Officer role for both Renasant and the Bank effective January 1, 2027. Current CFO James C. Mabry IV informed the board on August 20, 2026 that he will retire as CFO effective December 31, 2026 and will serve as Executive Advisor beginning January 1, 2027 through the 2027 Annual Meeting; the Board intends to nominate him for election to the Board at that meeting.
• Mealor (age 44) joins from KBW where she was a Managing Director, Equity Research. Renasant filed an employment agreement dated August 25, 2026 governing her pay and terms.

Key Details

• Compensation: Mealor base salary $600,000/year; signing award = $400,000 cash + $450,000 in Renasant stock (shares quantity set by Oct 2, 2026 closing price); target annual cash bonus = 75% of base; equity award target = value equal to base salary under the LTIP.
• Vesting and repayment: Stock award vests ratably over 2 years; if terminated before Oct 5, 2027 she must repay the full cash signing bonus (50% repayment if termination between Oct 5, 2027–Oct 4, 2028). For certain terminations (death, disability, involuntary without cause) awards may be settled pro rata.
• Severance and change‑in‑control: If terminated without cause or constructively (or non‑renewal before Oct 4, 2029) she receives remaining base pay (minimum 12 months) plus prorated target bonus and pro rata equity vesting; if terminated without cause or constructively within 24 months after a change in control, cash severance = 2.99×(base + average annual cash bonus) and up to 18 months of premium reimbursements. Employment term = initial 2 years with automatic 1‑year renewals unless 60 days’ notice given.
• Mabry: retains current compensation through Dec 31, 2026; as Executive Advisor (from Jan 1, 2027) he will continue to receive his Dec 31, 2026 base salary and a prorated PBRP bonus at target (75% of base) payable after his employment ends at the 2027 Annual Meeting; no new LTIP awards.

Why It Matters

• Leadership continuity: The company establishes a clear, phased transition with overlap (Mealor reports to Mabry from Oct 5, 2026 until he steps down Dec 31, 2026) and Mabry remaining as advisor through the 2027 Annual Meeting, which should smooth the CFO handoff.
• Cost and potential liabilities: The hire includes a sizeable upfront cash and equity signing package plus guaranteed and potential severance/vest provisions (including a near‑3x CIC payout formula) that could affect near‑term compensation expense or liabilities in a change‑in‑control scenario.
• Governance and disclosure: Renasant disclosed the employment agreement terms (including non‑compete, confidentiality, and repayment provisions) and indicated no related‑party transactions; the agreement is filed as Exhibit 10.1 to the 8‑K.