Renasant Corporation (RNST)
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AGM 2021

Apr 27, 2021

Operator

Welcome to the Renasant Corporation Annual Meeting of Shareholders. I would now like to introduce the first presenter, Robin McGraw, Executive Chairman for Renasant Corporation.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Thank you, Peter. Good afternoon, Welcome to the 2021 Annual Meeting of Shareholders of Renasant Corporation. I'm Robin McGraw, Executive Chairman and Chairman of the Board of Directors, and I will serve as Chair of this meeting. On behalf of the board, it is my pleasure to welcome you to the annual meeting. We appreciate your attendance today and your support of Renasant Corporation. The health and well-being of our shareholders, employees, directors, and the communities which we serve being a top priority, we have once again elected to host our annual meeting virtually rather than welcome you to our headquarters in Tupelo, Mississippi. All of our directors, as well as the members of Renasant senior management, are in attendance at today's meeting. Validated shareholders have the opportunity to ask questions of our executive leadership team by submitting them through the designated field of the web portal.

If there are any questions about the proposals to be voted on at this meeting, we will answer those questions before the polls close for voting. There will be a Q&A session at the end of the meeting, during which we will respond to any other questions. Before submitting any questions, please review the rules of conduct that are posted in the virtual meeting web portal. The rules address appropriate content and length of questions, the number of questions each shareholder can ask, and other matters. With respect to voting, shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to do any further action. However, if you haven't voted or if you wish to change your vote, you may do so by clicking on the Voting button on the web portal and following the instructions there.

Now, let's turn to the business of the annual meeting. The board of directors fixed February 19th, 2021, as the record date for determining shareholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either the notice of the internet availability of our proxy statement, proxy card, and 2020 annual report to shareholders, or the documents themselves were mailed on or about March 18th, 2021, to all shareholders of record as of that day. These documents, as well as the affidavit of mailing, will be filed with the minutes of this meeting. Also, a list of all shareholders as of the record date is available for inspection during this meeting by any shareholder on the virtual meetings web portal. The Secretary will file a copy of the list of shareholders with the records of the company.

Director Richard L. Heyer, Jr. has been elected as the Chairman of our Proxy Committee. Dr. Heyer will now present the number of eligible shares that have been voted either in person or by proxy. Director Heyer.

Richard L. Heyer, Jr.
Director, Renasant

Thank you, Robin. I have received a report of the Inspectors of Election appointed to act as such for this meeting, as well as each inspector's oath of office, which will be included in the minutes of the meeting. Based on this report, there are 57,199,954 shares eligible to vote and 48,620,401 shares, or 85% of the shares outstanding, voted either in person or by proxy to the commencement of this meeting. This represents more than a majority of the voting power of all issued and outstanding stock entitled to vote as of the record date, and accordingly, a quorum is present for conducting business.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Thank you, Dr. Heyer. Our Corporate Secretary, Mark Jeanfreau, is prepared to read the minutes of the 2020 Annual Meeting of Shareholders unless the reading of the minutes is waived. Is there a motion to waive the reading of these minutes?

James W. Creekmore
Company Representative, Renasant

Moved.

Richard L. Heyer, Jr.
Director, Renasant

I'll second.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Thank you. Is there a motion to adopt the minutes of the 2020 Annual Meeting of Shareholders?

James W. Creekmore
Company Representative, Renasant

Moved.

Richard L. Heyer, Jr.
Director, Renasant

I second.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Thank you. At this time, I will present the matters submitted for shareholder vote. Please submit any questions or comments on proposals through the designated question field in the web portal. We will respond after presenting all the proposals. Please also remember that you do not have to do anything if you have already voted your shares. If you have not yet voted shares or you wish to change your vote, you may do so now by clicking on the Voting button of the web portal and following the instructions there. We will close the polls following the presentation of the proposals and addressing any questions submitted related to the proposals. First proposal is the election of four Class 1 directors. The second proposal will be the election of one Class 3 director.

The third proposal will be an advisory vote on executive compensation. The fourth will be a ratification of the appointment of HORNE LLP as our independent registered public accountants for 2021. Now that everyone has had the opportunity to vote, I now declare the polls of the 2021 Renasant Corporation Annual Meeting of Shareholders closed. Director Heyer, do we have a preliminary voting result?

Richard L. Heyer, Jr.
Director, Renasant

Yes, Mr. Chairman. Based on preliminary voting totals that I have received from the Inspectors of Election, all directors nominated for election received the required plurality of votes cast, and each of the remaining proposals as described in the proxy statement, received a majority of votes cast.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Thank you, Director Heyer. We will report our final vote results in Form 8-K filed with the SEC not more than four business days following this meeting. We would now like to take the opportunity to recognize our external audit firm, HORNE LLP. Rusty Butcher, the lead partner on our audit, is participating in the meeting today. If you have any questions for him, please submit those questions now, and he'll be available to answer those at the end of the meeting. Now I'll turn the meeting over to our President and Chief Executive Officer, Mitch Waycaster, to present our annual report. Mitch?

Mitch Waycaster
President and CEO, Renasant

Thank you, Robin. As Robin mentioned earlier, thank each of you for joining us in this virtual environment as we continue to navigate and hopefully continue to exit the pandemic. As we were entering this unprecedented time last year, and throughout the year, our dedicated group of financial professionals, our employees, our greatest asset, have continued to serve well our clients, communities, and you, our shareholders. I'll begin by calling your attention to our forward-looking statements disclosure, remind you that forward-looking statements in this presentation are not guarantees of future performance. They involve risk, uncertainties, and assumptions, actual results may differ. I'll begin with the 2020 year in review. I would mention that Kevin Chapman, our Chief Operating Officer, will be joining me later in the report to review the 2020 financial highlights. Beginning with some highlights, just reflecting on 2020 year in review.

I'm going to begin with creating security and opportunity for our employees. As I mentioned earlier, our greatest asset is our employees. During 2020, they served as financial services first responders, and they did that across our footprint. As we continue to understand and meet needs, providing for a safe environment for our employees and our clients was priority one. In doing so, over the last five quarters, we spent over $1 million on personal protective equipment, whether that be masks, partitions, and wellness stations. Over $750,000 on enhanced branch cleanings. Equally important was covering testing costs, and we provided for time off, as was required for quarantines. As well, providing accommodative work schedules, with many working remotely, which was possible due to the past investments in technology and business continuity plans.

Next, understanding and meeting the needs of the client, which is our daily mission in every customer interaction. This was never more evident than in 2020. As financial service first responders through the Paycheck Protection Program, we originated 11,433 loans to small businesses totaling $1.3 billion. A program that was required to be developed and stood up quickly. We made reference many times earlier in the year that we had began to fly a plane while we were building it. Doing so, all while continuing with normal lending services. Another way to say our teams originated approximately the volume of loans that we would normally have originated in three quarters in just a few weeks. That work has continued with additional PPP loans this year and working through the forgiveness process. Equally important to clients was facilitating the processing of economic impact payments from the Federal Government.

We processed approximately 400,000 payments totaling $677 million while continuing normal processing and servicing of clients. In addition, for our small business, commercial, and consumer mortgage clients, we made approximately 6,000 loan deferral accommodations in 2020. All of these accommodations were during a time that operating procedures, processes, and facility hours were adjusted to accommodate client needs and to adhere to prudent safety measures. Again, prior investments in technology facilitated our ability to meet client needs, and in many ways, have changed how clients will choose to utilize services in the future. Reflecting on how we continued to serve our communities. Understanding and meeting the needs of our communities across our footprint in 2020 was extremely important, and our teams and our markets at the onset of the pandemic quickly identified needs and dedicated resources. We completed over 1,600 community outreach activities, totaling more than 4,000 hours.

To mention a few, school food distribution programs, meals to first responders, grants to local agencies and nonprofits that were meeting needs in those communities. As well, our work through the Renasant Roots program continued in low to moderate communities with safety protocols in place and through virtual programs for financial education and small business technical assistance. Now just a few slides, photos of some program highlights of community programs and company investments, and I'll begin with investment at the top left. We became the naming rights sponsor and partner with the city of Memphis for the newly renovated downtown convention center that will serve our Mid-South region. On middle left, Ally Ewing, Ladies Professional Golf Association Tour player and Renasant brand ambassador with our Rise with Renasant, the women's empowerment program.

At the bottom left, you see middle school children receiving a financial and budgeting skills class, where we're investing in our future. In the middle, our logo for our social responsibility, diversity, and inclusion program. We are committed to fostering, cultivating, and preserving a culture of diversity and inclusion. We have dedicated leadership, resources, and initiatives across our company. In the top right, Lucky Lotus is a female-owned food business in Atlanta featured in our marketing for Rise with Renasant. At the bottom right, within our mortgage company, we continue to develop and participate in homeownership programs that facilitate the American dream of homeownership in each community. These are only a few highlights of how your company served our employees, clients, communities, and you, our shareholders, in 2020. Now I'll turn the program over to Kevin Chapman, our Chief Operating Officer, to cover financial highlights. Kevin?

Kevin Chapman
COO, Renasant

Thank you, Mitch. Honestly, as you see, we've added seven bullet points on the screen to highlight financially what happened during the year. Honestly, summarizing 2020 in seven bullet points doesn't do justice to the uncertainty and volatility that the management team had to manage through during 2020. As Mitch noted, the team reacted and responded quickly to effect change all throughout the year, regardless of the circumstances that was put in front of them. For the year, our net income was just shy of $84 million, and we did earn $1.48 earnings per share. As important may be that each of the quarters of 2020, we maintained profitability throughout each of those quarters. As we look at 2020, we not only maintained one of our strategic goals of being opportunistic, but we also took a position of being defensive and fortifying our balance sheet.

During the year, the interest rate environment changed on us. We started the year with one interest rate environment, and in March of 2020, the Fed cut rates to almost zero. That had a positive and a negative impact on the company's income statement. One of the more positive items was the level of mortgage production that lower interest rate environment created. Our mortgage company produced almost $7 billion in locked volume for 2020 and had record mortgage banking income of almost $151 million. To put that into perspective, that $7 billion in locked volume, typically the mortgage company does about $2 billion per year. In some cases, on a quarterly basis, we were doing a year's worth of volume in a single quarter. Because of lower rates on the short end of the curve, it did force us to look at our efficiency and look at our expenses.

The company did announce a couple of plans that allowed us to align our workforce and our branch network, and we incurred about $7.3 million in restructuring charges to effect that change. We expect savings from these initiatives to be realized in 2021 in recapturing any of those one-time charges that we incurred in 2020. As a result of the pandemic, and as Mitch mentioned, some of the accommodations that we've made, we believe that a credit event occurred in 2020, particularly in Q1. One of our fortifying actions was to ensure that our allowance for loan losses was at a sufficient level to incur any losses that may be inherent in our loan portfolio. We built our allowance to $176.1 million, or approximately 1.8% of our total loans if we exclude the PP P loans.

We're excluding those because those are government-guaranteed loans, and we don't believe there'll be any losses on them. Underlying that allowance and what flowed through the income statement is that we did book about $87 million of provision expense that ran through the income statement. While we aren't seeing credit quality trends deteriorate in our metrics, we still remain mindful that there was a credit event and continue to monitor all of our credit metrics closely. Another action that we took in looking at fortifying the balance sheet was ensuring that our capital levels were at a sufficient level given the uncertainty. We did take an action to increase our capital. We issued $100 million of subordinated notes during 2020.

While those don't qualify as Tier 1 capital, they did bolster our Tier 2 capital and our total risk-based capital ratio, and our total risk-based capital ratio ended the year at over 15%. On the opportunistic side, we did, although it was a year with economic uncertainty, we did actually grow our loan portfolio almost 1%. The PPP loans that Mitch mentioned, we originated $1.3 billion in PPP loans, which was equivalent to approximately a year's worth of growth. All of that growth occurred in the months of April and May. Although it is the PPP loans, and they won't necessarily be with us for an extended period of time, that highlights the amount of work that was done by our teammates throughout our markets. Last of all, liquidity. Our deposits grew almost $2 billion.

That's a result of a variety of actions, most notably some of the economic stimulus that was issued by the government, the PPP program. Also, not to underscore the hard work of all of our teammates in one of our primary corporate initiatives, which is core funding and deposit growth. With that's a brief highlight of the financials for 2020. Now, Mitch, I'll turn it back over to you for any closing comments.

Mitch Waycaster
President and CEO, Renasant

Thank you, Kevin. In the face of incredible challenges in 2020, the Renasant team performed at a very high level. Going to market as one team, our team members delivered on their commitment to providing high-quality service, even while managing the pandemic's impact on them personally. Your company grew stronger in many ways as a result of the pandemic. This added strength puts Renasant in a position to continue to grow and build shareholder value in the years to come. Mr. Chairman, that concludes our report.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Thank you, Mitch and Kevin, for that report. Now, do we have a motion to adopt the annual report?

Richard L. Heyer, Jr.
Director, Renasant

Moved, Mr. Chairman.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Second. Thank you. Now I'd like to take a moment to recognize two of our corporate board members and one of our board directors, one of our bank directors who are retiring effective at the end of this meeting. Marshall Dickerson and Rick Hart are retiring from our holding company boards, while Fred Sharpe is retiring from our bank board. Mr. Dickerson, Mr. Hart, and Mr. Sharpe have been valuable contributors to Renasant's success over the years, and we'll miss their input on our bank and holding company boards. On behalf of the board of directors, as well as Renasant shareholders and employees, I sincerely thank Marshall, Rick, and Fred for their years of dedicated service to our company, and we do thank you for those years of service. There's no further business to discuss at the annual meeting. That being the case, do we have a motion to adjourn?

Kelly Hutcheson
EVP and Chief Accounting Officer, Renasant Corporation

We have a question.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Oh, there are the actual awards we will be presenting.

Kelly Hutcheson
EVP and Chief Accounting Officer, Renasant Corporation

We have a question.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Oh, we do have a question.

Kelly Hutcheson
EVP and Chief Accounting Officer, Renasant Corporation

Yes, sir. Mr. Chairman, I'll read the question. Has the recent pickup in M&A among both large community and regional banks altered management's views on what the optimal size and revenue mix should be to sustain and improve our competitive position?

Mitch Waycaster
President and CEO, Renasant

Thank you, Kelly, and thank you for that question, and one thing for certain, your management team continuously evaluates certainly what's going on in the industry. It's easy to look at our past to see that we have been opportunistic in the growth of the company, and I would say that in the recruitment of talent, I referred earlier, that's our greatest asset, and your company's been very fortunate in recruiting talent that continues to drive our growth and also to seek new markets. We've been very opportunistic in that fashion in the past, as well as through M&A, and that's just seeking partners, if you will, that see the world the same, that's aligned with our business model. We continually take those things into consideration as we build out scale and density across our footprint and when we evaluate the optimal size and revenue mix of the company.

I would say one, I think, very important thing, and I think very important for our company and in the industry, is that we continue to listen to our client as the business model is changing relative to size and where we see opportunities to drive revenue and how we're utilizing and leveraging technology. I think all of those things we take into consideration on a daily basis and drives our decisioning relative to how to best meet those needs and drive really our view on size, our return mix, satisfying customer needs, which in the long term drives a strong banking franchise and ultimately drives shareholder value. A good question.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Thank you, Mitch. Any further questions?

Kelly Hutcheson
EVP and Chief Accounting Officer, Renasant Corporation

There are no further questions.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

No further questions. There being no further business to discuss at the annual meeting, I would ask if there is a motion to adjourn.

James W. Creekmore
Company Representative, Renasant

Mr. Chairman, I would so move.

Richard L. Heyer, Jr.
Director, Renasant

Second.

Robin McGraw
Executive Chairman and Chairman of the Board of Directors, Renasant

Thank you, Mr. Creekmore and Dr. Heyer. We stand adjourned.

Operator

Thank you. The Renasant Corporation Annual Meeting of Shareholders has now come to an end. Thank you for attending. You may now disconnect.