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Stock Options, Stock Appreciation Rights, Restricted Shares and Salary Stock Units (Tables)
12 Months Ended
Dec. 31, 2015
Stock Options, Stock Appreciation Rights, Restricted Shares and Salary Stock Units [Abstract]  
Summary of Stock Option and Stock Appreciation Rights Activity
 
A summary of stock option and stock appreciation right activity within the equity incentive plans during each of the years in the three-year period ended December 31, 2015 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters was as follows:

  
Number
  
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Contractual
Remaining Term
(in years)
Aggregate
Intrinsic
Value (1)
(000's)
Outstanding at December 31, 2012
  
1,318,381
  
$
23.36
      
Granted
  
-
   
-
      
Stock options exercised
  
(279,534
)
  
14.07
      
Stock appreciation rights exercised (2)
  
(1,732
)
  
15.60
      
Forfeited
  
(34,615
)
  
29.31
      
Outstanding at December 31, 2013
  
1,002,500
  
$
25.77
      
Granted
  
-
   
-
      
Stock options exercised
  
(301,794
)
  
23.21
      
Stock appreciation rights exercised (2)
  
(1,586
)
  
15.60
      
Forfeited
  
(632
)
  
24.95
      
Outstanding at December 31, 2014
  
698,488
  
$
26.89
      
Options assumed upon acquisition of CapitalMark
  
858,148
   
17.62
      
Granted
  
-
   
-
      
Stock options exercised
  
(303,754
)
  
24.09
      
Stock appreciation rights exercised (2)
  
(1,276
)
  
15.60
      
Forfeited
  
(5
)
  
23.88
      
Outstanding at December 31, 2015
  
1,251,601
  
$
21.23
 
2.54
$37,714
Outstanding and expected to vest at December 31, 2015
  
1,251,601
  
$
21.23
 
2.54
$37,714
                              
(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of Pinnacle Financial common stock of $51.36 per common share at December 31, 2015 for the 1,251,601 options and stock appreciation rights that were in-the-money at December 31, 2015.
(2)The 1,732 stock appreciation rights exercised during 2013 settled in 471 shares of Pinnacle Financial common stock. The 1,586 stock appreciation rights exercised during 2014 settled in 609 shares of Pinnacle Financial common stock. The 1,276 stock appreciation rights exercised during 2015 settled in 559 shares of Pinnacle Financial common stock.
Schedule of Share Based Compensation Expense
 
Pinnacle Financial adopted ASC 718-20 Compensation using the modified prospective transition method on January 1, 2006. Accordingly, during the three-years ended December 31, 2015, Pinnacle Financial recorded stock-based compensation expense using the Black-Scholes valuation model for awards granted prior to, but not yet vested, as of January 1, 2006 and for all stock-based awards granted after January 1, 2006, based on fair value estimates using the Black-Scholes valuation model.  For these awards, Pinnacle Financial has recognized compensation expense using a straight-line amortization method. As ASC 718-20 requires that stock-based compensation expense be based on awards that are ultimately expected to vest, stock-based compensation for the years ended December 31, 2015, 2014, and 2013 has been reduced for estimated forfeitures. The impact on the results of operations (compensation and employee benefits expense) and earnings per share of recording stock-based compensation in accordance with ASC 718-20 (related to stock option awards) for the three-year period ended December 31, 2015 was as follows (in thousands, except per share data):

  
For the year ended December 31,
 
  
2015
  
2014
  
2013
 
Non-qualified stock options
      
Stock-based compensation expense
 
$
-
  
$
-
  
$
13
 
Income tax benefit
  
-
   
-
   
5
 
Stock-based compensation expense after income tax benefit
 
$
-
  
$
-
  
$
8
 
Impact on per share results from stock-based compensation:
            
Basic
 
$
0.00
  
$
0.00
  
$
0.00
 
Fully diluted
 
$
0.00
  
$
0.00
  
$
0.00
 
             

There have been no options granted by Pinnacle Financial since 2008.
 
A summary of compensation expense, net of the impact of income taxes, related to restricted stock awards for the three-year period ended December 31, 2015, follows (in thousands, except per share data):

  
2015
  
2014
  
2013
 
       
Restricted stock expense
 
$
6,033
  
$
4,970
  
$
4,070
 
Income tax benefit
  
2,368
   
1,951
   
1,597
 
Restricted stock expense, net of income tax benefit
 
$
3,665
  
$
3,019
  
$
2,473
 
Impact on per share results from restricted stock expense:
            
Basic
 
$
0.10
  
$
0.09
  
$
0.07
 
Fully diluted
 
$
0.10
  
$
0.09
  
$
0.07
 

Summary of Activity for Unvested Restricted Share Awards
 
A summary of activity for unvested restricted share awards for the years ended December 31, 2015, 2014, and 2013 follows:

  
Number
  
Grant Date Weighted-Average Cost
 
Unvested at December 31, 2012
  
739,909
  
$
15.45
 
Shares awarded
  
164,602
   
21.78
 
Conversion of restricted share units to restricted share awards
  
193,189
   
21.51
 
Restrictions lapsed and shares released to associates/directors
  
(221,325
)
  
15.97
 
Shares forfeited
  
(54,680
)
  
15.30
 
Unvested at December 31, 2013
  
821,695
  
$
19.18
 
Shares awarded
  
126,117
   
33.32
 
Conversion of restricted share units to restricted share awards
  
186,943
   
31.68
 
Restrictions lapsed and shares released to associates/directors
  
(249,684
)
  
18.19
 
Shares forfeited
  
(35,873
)
  
20.70
 
Unvested at December 31, 2014
  
849,198
  
$
24.26
 
Shares awarded
  
231,504
   
45.71
 
Conversion of restricted share units to restricted share awards
  
43,711
   
34.50
 
Restrictions lapsed and shares released to associates/directors
  
(240,102
)
  
23.00
 
Shares forfeited
  
(17,997
)
  
30.01
 
Unvested at December 31, 2015
  
866,314
  
$
31.39
 
 
 
Pinnacle Financial grants restricted share awards to associates, including members of executive management, and outside directors with a combination of time and performance vesting criteria. The following tables outline restricted stock grants that were made by grant year, grouped by similar vesting criteria, during the three year period ended December 31, 2015. The table below reflects the life-to-date activity for these awards:

Grant
Year
Group(1)
Vesting
Period in years
Shares
awarded
Restrictions Lapsed and shares released to participants
Shares Withheld
for taxes by participants
Shares Forfeited by participants(7)
Shares Unvested
Time Based Awards
 
2013
Associates(2)
5
150,125
41,263
16,067
12,545
80,250
2014
Associates(2)
5
113,918
15,543
6,258
9,158
82,959
2015
Associates(2)
5
190,528
28
-
4,391
176,940
2015
Leadership team(3)
5
16,605
-
-
-
16,605
Performance Based Awards
2013
Leadership team(4)
5
193,189
55,693
20,525
4,219
112,752
2014
Leadership team(4)
5
186,943
27,129
9,375
4,386
146,053
2015
Leadership team(4)
5
43,711
-
-
-
43,711
2015
Leadership team(5)
3
11,302
-
-
-
11,302
Outside Director Awards (6)
2013
Outside directors
1
14,477
12,062
2,415
-
-
2014
Outside directors
1
12,199
10,537
1,662
-
-
2015
Outside directors
1
13,069
678
227
-
12,164

(1)    
Groups include employees (referred to as associates above), the leadership team which includes our named executive officers and other key senior leadership members, and outside directors. When the restricted shares are awarded, a participant receives voting rights and forfeitable dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed.  Once the restrictions lapse, the participant is taxed on the value of the award and may elect to sell some shares to pay the applicable income taxes associated with the award. For time-based restricted share awards, dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination. For performance-based awards, dividends are placed into escrow until the forfeiture restrictions on such shares lapse.
(2)
The forfeiture restrictions on these restricted share awards lapse in equal annual installments on the anniversary date of the grant.
(3)
These shares were awarded to individuals joining the leadership team upon Pinnacle Financial's acquisition of Magna. The forfeiture restrictions on these restricted share awards lapse in equal installments on the anniversary date of the grant.
(4)
The forfeiture restrictions on these restricted share awards lapse in separate equal installments should Pinnacle Financial achieve certain earnings and soundness targets over each year of the subsequent vesting period.
(5)
These share were awarded to individuals joining the leadership team upon Pinnacle Financial's acquisition of CapitalMark. The forfeiture restrictions on these restricted share awards lapse in separate equal installments should Pinnacle Financial achieve certain earnings targets over each year of the vesting period and should the recipient thereafter remain employed by Pinnacle Financial for a subsequent vesting period.
(6)
Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan.  Restrictions lapse on the one year anniversary date of the award based on each individual board member meeting their attendance goals for the various board and board committee meetings to which each member was scheduled to attend.
(7)
These shares represent forfeitures resulting from recipients for when employment terminated during the year-to-date period ended December 31, 2015. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by the Company at the time of termination.