AGM 2020

Apr 21, 2020

Slides

Good morning. I'm Rob McCabe, Chairman of Pinnacle Financial Partners, and welcome to our 20th Annual Shareholders Meeting. This session is now in order and in an effort to support the health and well-being of our shareholders, employees, partners and communities. And in light of the developments regarding ongoing COVID-nineteen global pandemic, we are holding this meeting virtually. This is the first time in our history that we've done that. So we will start with the voting process. Following the vote, Terry Turner will review both 2019 performance and Q1 results for 2020. A list to the shareholders of record as of the record date this meeting is available and open for inspection on the meeting website. Due notice of this meeting and a proxy statement were made available on or about March 12 this year to all shareholders of the record date. An affidavit to that effect has been completed will be included with the records of this meeting. Mr. Jim Tate has joined us once again as he has since our founding to serve as Judge of Election for today's meeting. Thank you, Jim. The Judge of Election has taken his oath and is certified that a quorum is present. Following his inspection of the ballots cast following the meeting, he will certify the election results. So with a quorum present, I hereby declare this meeting properly and legally convened and ready to transact business. It's my pleasure to introduce the members of Pinnacle's Board of Directors in addition to Terry Turner and me, each of whom is in attendance virtually. But first, we'd like to recognize Mr. Tom Sloane, who served as a member of Pinnacle's Board since 2017. And prior to that, he served as a member of the Board of Bank of North Carolina BNC Corp. Tom will be retiring from the Board today. And on behalf of all those associated with Pinnacle, we want to thank him for his many personal and professional contributions and insights, which have been helpful to the firm. Tom's wisdom and judgment and attentiveness will be very much missed. So thank you, Tom. And next, the balance of our Board, Darragh Boxley, East Region President of Summit Materials, Inc. Charlie Brock, President of Brock Partnerships LLC, Charlie Chairs Our Community Affairs Committee. Arinda Burkart, Founder and President of Burkart and Company, Arinda chairs our Trust Committee Mr. Greg Burns, President of Gregory Burns Consulting Group, Greg chairs our Audit Committee Rick Kalicut, Chairman of Pinnacle's Carolinas in Virginia Mr. Marty Dickens, Retired Regional Executive, BellSouth AT and T of Tennessee. Marty chairs our Nominating and Corporate Governance Committee and is our Lead Director. Tommy Farnsworth, President and Owner of Farnsworth Investment Company Mr. Joe Galanti, Retired Chairman of Sony Music Nashville Glenda Baskin Glover, President of Tennessee State University Mr. David Ingram, Chairman of Ingram Entertainment, Inc. Ron Samuels, Retired Vice Chair of the Pinnacle Board Gary Scott, Retired Chairman and CEO of Mid America Bancshares and Prime Trust Bank, Gary chairs the Risk Committee. Reece Smith is President of R. E. And Smith Contractors. Reece chairs our Human Resources and Compensation Committee. And Ken Thompson, retired partner and former Co Head of Banking and Credit for Acline Capital Partners LLC. Also with us virtually today are Scott Holly of Bassberry and Semmes, Pinnacle's SEC Council and Marty Lueder and Sandy Nicholson of Crowe LLP, our external auditing firm. The minutes of the 2019 annual meeting are available for inspection on the meeting website. And unless there is an objection, we will dispense for the reading of these minutes. Okay. So we will dispense for the reading of the minutes. Most of our shareholders have already voted online, by phone or by returning a paper proxy card. These votes have been tabulated. There may be shareholders virtually attending the meeting who have not already voted by proxy or wish to change their previous proxy vote. Those shareholders may submit their vote through the meeting website using the vote now button. We have 3 items of business to cover today. We start with the election of 16 persons to serve as directors for a 1 year term until the due election and qualification of their successors. Your Board of Directors has recommended all the following nominees, each of them was recommended to the Board by the Nominating and Corporate Governance Committee. These nominees in alphabetical order are Avni S. Boxley III Charles E. Brock Rinda J. Burkhart Gregory L. Burns, Richard D. Calicut II, Marnie G. Dickens, Thomas C. Farnsworth III, Joseph C. Galanti, Glenda Baskin Glover, David B. Ingram, Robert A. McCabe, Jr, Ronald L. Samuels, Gary L. Scott, Reese L. Smith III, G. Kennedy Thompson and M. Terry Turner. Your Board of Directors recommends a vote for each of these nominees. And I'll pause to see if there are any questions regarding the nominees that have been submitted. There being no other nominations by shareholders who have complied with the procedures of the company's bylaws, I declare the nominations closed. Those directors receiving a majority of the votes cast will be elected. Our second item of business today is to ratify the appointment of Croke LLP as Pinnacle's independent registered public accounting firm with the fiscal year ending December 31, 2020. Okay. There being no questions on the proposal, the discussion is closed. The ratification of Crowe LLP is the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, will be approved if the number of shares voted for the ratification exceeds the number of shares voted against the ratification. Our 3rd and final item of business today is to approve on a non binding advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement. Again, if there are any questions regarding this proposal that's been submitted, we'll pause for a moment. Okay. There being no questions on this proposal, the discussion is closed. This non binding advisory vote on the compensation of the company's named executive authors will be approved if the number of shares voted for approval of the matter exceeds the number of shares voted against approval of the matter. That concludes the agenda items set forth in the proxy statement. The polls are open for any other matters that should be considered at this time. Hearing no other matters, we'll move ahead. If anyone is voting through the meeting website and has not already done so, please submit your vote now on all business items. All right. Polls are now closed on all business items and the proxies have voted to shares represented by proxy in accordance with the instruction of the shareholders. Later in the meeting, we will report on Mr. Tate's Judge of Elections preliminary results. At this time, I'll turn the meeting over to CEO, Terry Turner, for his remarks and your questions. Terry? Thank you, Rob. My hope is to quickly review 2019 and the success we had there, provide an update on where we are now and give some outlook for what we see in front of us through the remainder of 2020. Because the slides have been published, I'll move quickly through the 2 safe harbor statements on down to Slide 4. I would say that 2019 was a great year for our firm. We grew loans just short of 12%. We grew deposits 7%. We topped $1,000,000,000 in revenue and fee income growth, basically 33% year over year. And all that translated to an EPS growth rate of 12.5% in 2019. The formula for our 19th year was the same as it was the 1st year. We have concentrated on trying to create excitement among our associates in an effort for them to engage clients, believing that if we do that, we enrich our shareholders. 2019 was no exception. We were ranked number 27 in Fortune Magazine among the 100 Best Companies to Work For in America. And specifically, we were number 2 on the best companies to work for in financial services and insurance also published in Fortune Magazine. So we have a great success with our associates. They were in turn successful engaging our clients. We received 19 GreatEdge Excellence Award, which are really marquee awards for recognition in terms of client satisfaction among our business customers. And specifically, we were recognized as a best brand in America in terms of both ease of doing business and trustworthiness, 2 critical elements of a brand in financial services. And obviously, we were then able to translate that into shareholder enrichment, basically with a 39% year over year increase in the share price. So 2019 was a great year for us. That seems a long time ago now. We've already released Q1 2020 numbers. We believe that all the key measures like asset quality, loan and core deposit growth, deposit betas, fee growth, all those things would have had us with a beat the street sort of quarter other than the impact of the COVID-nineteen pandemic. Quickly, as you think about those metrics that I talked about, I'll move beyond the GAAP measures quickly to the non GAAP measures because honestly, those are the measures that we typically manage against. As you look there in the Q1, revenue growth was very strong. You can see EPS at $0.39 is a decrease. The decrease primarily promulgated by a large provision in an effort to build a large loan loss allowance as we head in to the remaining impact of the COVID-nineteen pandemic. But again, sticking with the core fundamentals, looking at adjusted pretax, pre provision net income, it was up about 2.8% on a linked quarter basis, 11% on an annualized run rate. And that's a really important measure, not only because it modes well for our ability to weather the storm as we build capital through it, but it also is the reflection of what sort of earnings run rates we'll be able to have in the latter part of 2020 and on into 20 21. I want to spend just a minute on our firm's response to the pandemic. I couldn't be more proud of our leadership and their aggressive and bold actions that they've taken. Looking at the timeline, I just point out a couple of items. You can see that we activated our pandemic team on January 30, which is just 10 days after the first U. S. Case and the same day that the World Health Organization declared a global health emergency. You can see in mid February, we're already ordering important supplies like hand sanitizer and so forth. And that was generally a week in advance of when we had the first case of community spread of COVID-nineteen in the U. S. You can see in early March, we had already restricted business travel. We were inventorying personal travel, asking associates to report illness, which was really critical as we moved into the spring break season. And we did that well in advance of when the CDC suggested that no groups gathered larger than 50 people and a number of governors subsequent to that put out safer home orders where gatherings were limited to 10. And of course, we complied with those things. And then late March, we were in a very aggressive mode to reach out to clients and make loan deferrals available to clients that were being impacted by loss of revenue. We've got a list of a number of the actions that we took. I don't intend to rattle down through each of those items because honestly, at this point, many of them are common. But I think the key point I would make is our leadership was generally on the front end of each of these decisions being bold and aggressive in those choices before they became the norm. I think happily, a lot of those actions have served us well. As far as I know, we've had 3 confirmed cases among our 2,500 associates across 5 states. We've had 2 in Nashville and 1 in Memphis. And so again, I think our attention to the safety of our associates and clients has paid off well. I might just comment, I mentioned a minute ago about being aggressive in reaching out to impacted clients to assist them through loan deferrals. Basically, through April 15, we had processed payment deferrals for about 16% of loan book, $3,300,000,000 That's an important step to protect our clients and help them build liquidity as they head into the uncertain period in front of us. I think a second activity that was really important for us in terms of trying to look after our clients is to facilitate their borrowing under the payment the payroll protection program. We received about $2,500,000,000 in applications, and we're able to get about $1,800,000,000 of those funded in the first round. We are optimistic and hopeful about the remaining apps that we have that we can get them in a second round, assuming that Congress will indeed act and refund the allocation for the PPP program. I'll just comment quickly on the fees associated with that work. There's a SBA published for the varying grid based on loan size. And as you might guess, the largest volume of apps that we took was in the smallest category of loans, those less than $350,000 But when you take the aggregate math of all the apps and the various stratification, we would estimate that, that is worth about $50,000,000 in fees that should be recognized over the short lives of those loans. I'll just comment quickly on rolling out the Payroll Protection Program. My belief is our firm distinguished itself by holding webinars in advance of when apps were available. To my knowledge, we were the only one in our market doing it. We had preliminary information out via email to most of our clients before the apps could be taken on the 3rd and then again on the 3rd with what the SBA referred to as interim final applications. And so we're very aggressive there. We've been we've received a tremendous amount of praise from our clients and I think generally been well regarded by the press as well. I might just comment on Atlanta as a part of our response to the pandemic. We are really slowing our recruiting process and the associated build and expenses in an effort to drive up the pre provision net revenue that I mentioned earlier. It's an important part of building capital for the storm as well as building the earnings rate when we come out of the storm. But the one exception to that is we intend to us. The idea here is that we're looking at national data for businesses with $100,000,000 to $500,000,000 in sales for both Nashville and Atlanta. The crosshairs represents the main performance for the market. And so the above average performers, if you will, would be above the horizontal line and to the right of the vertical line. And so it seems to me everybody's goal ought to be to get to the northeast corner of that quadrant as quickly as they can. And that's really what we have done in Nashville. We've been at the right place at the right time, been able to capitalize on our distinctive service model to take advantage of more vulnerable competitors that control large customer count. When you look at the Atlanta market, there are 2 observations. One is, when you look at where that cross area is, you can see that the client perception of service quality among the banks there is less good than it is in Nashville. So the competitive landscape is extremely attractive. And then secondarily, as you look at the large banks in that market, none of them have found their way out to the top right quadrant. And so it seems obvious that the folks that have virtually all the clients have tremendous vulnerability to a distinguished service provider. In our last earnings calls, we have gone over our aspiration in terms of the number of relationship managers, number of offices, all those sorts of things. And so, I won't review that again, but just remind this group that, that is our aspiration. We believe at this point, it could be impacted modestly by things like social distancing, slowing recruitment efforts and so forth, but we remain encouraged by the response of the bankers that we're talking to now. And so our 1st 12 to 13 weeks have been extraordinarily busy, gaining all the regulatory approvals, picking sites, negotiating leases, starting construction projects and hiring what is essentially our initial team. So we're off to a great start there. I would say really try to put a bow on all that we've talked about here and frame our view for how we'll proceed from here. I think, generally, I've used the phrase that we'll move from offense to defense. There's lots of uncertainty regarding the pandemic. Along those lines, we have built liquidity in the Q1. We'll add more liquidity in the Q2. We've built loan losses, loan loss allowances in a meaningful way this quarter. We believe that we'll continue to pay our dividend. However, I'd say we're still in a capital preservation mode in that we have suspended our share buyback. We've decided not to redeem some Tier 2 capital that we would otherwise redeem and so forth in an effort to bolster capital during this period. And of course, as I've mentioned, we will slow the recruitment and the expense build and also in an effort to build capital through pre provision net revenues. Rob, I think I'll stop there. Okay. Thank you, Jerry. And because this is a virtual meeting, the judge of election will need additional time to complete the final tabulation of voting results from the meeting. And as a consequence, we will not be able to announce the final results today. As soon as they are available, which we expect will be in a few days, we will file with the SEC a Form 8 ks with final results. However, based on preliminary results delivered by Mr. Tate, each of the 16 director nominees set forth in the proxy statement has been elected the director. The preliminary results delivered by Mr. Tate also indicate that for the proposals on the agenda today related to the ratification of Crowe as independent public accounting firm for 2020 and the advisory non binding vote of our shareholders on our named executive officers' compensation, each item received more votes in favor of the proposal than against the proposal. The results of the voting will be incorporated in the midst of the meeting. This concludes our annual meeting. Thank you again for your attendance virtually and for your confidence in Pinnacle. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.