XML 56 R40.htm IDEA: XBRL DOCUMENT v3.20.4
Stock Options, Restricted Shares and Restricted Share Units (Tables)
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Summary of Stock Option Activity
A summary of stock option activity within the equity incentive plans during each of the years in the three-year period ended December 31, 2020 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters was as follows:
 NumberWeighted-Average Exercise PriceWeighted-Average Contractual Remaining Term (in years)
Aggregate Intrinsic Value (1)
(000's)
Outstanding at December 31, 2017276,468 $21.40     
Granted— —     
Stock options exercised
(97,877)18.91     
Forfeited— —     
Outstanding at December 31, 2018178,591 $22.77     
Granted— — 
Stock options exercised(59,317)21.40 
Forfeited— — 
Outstanding at December 31, 2019119,274 $23.45     
Granted— —     
Stock options exercised(17,505)23.40     
Forfeited— —     
Outstanding at December 31, 2020101,769 $23.46 1.86$4,169 
Options exercisable at December 31, 2020101,769 $23.46 1.86$4,169 

(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 $64.40 per common share at December 31, 2020 for the 101,769 options that were in-the-money at December 31, 2020.
Summary of Activity for Unvested Restricted Share Awards
A summary of activity for unvested restricted share awards for the years ended December 31, 2020, 2019, and 2018 follows:
 NumberGrant Date Weighted-Average Cost
Unvested at December 31, 2017936,135 $50.08 
Shares awarded180,450 62.40 
Conversion of previously awarded performance share units to restricted share awards6,200 67.85 
Restrictions lapsed and shares released to associates/directors(400,820)46.33 
Shares forfeited(29,159)59.51 
Unvested at December 31, 2018692,806 $55.19 
Shares awarded245,845 55.25 
Restrictions lapsed and shares released to associates/directors(348,145)40.47 
Shares forfeited(35,210)58.22 
Unvested at December 31, 2019555,296 $57.04 
Shares awarded284,904 55.91 
Restrictions lapsed and shares released to associates/directors(215,846)55.39 
Shares forfeited(29,685)59.64 
Unvested at December 31, 2020594,669 $56.97 
Pinnacle Financial grants restricted share awards to associates (including certain members of executive management) and outside directors with time-based 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, 2020. 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 participantsShares Withheld
for taxes by participants
Shares Forfeited by participants (5)
Shares Unvested
Time Based Awards
2018
Associates (2)
3— 5147,601 38,972 16,923 17,358 74,348 
2018
Associates (2) (3)
3— 516,777 8,683 1,948 942 5,204 
2019
Associates (2)
3— 5229,296 30,287 12,016 22,543 164,450 
2020
Associates (2)
3— 5266,379 3,034 1,342 7,573 254,430 
Outside Director Awards (4)
2018Outside directors116,072 12,783 3,289 — — 
2019Outside directors116,549 14,582 1,967 — — 
2020Outside directors118,525 — — — 18,525 

(1)Groups include employees (referred to as associates above) 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 (or have Pinnacle Financial withhold some shares) to pay the applicable income taxes associated with the award. Alternatively, the recipient can pay the withholding taxes in cash. For time-based vesting 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 awards to Pinnacle Financial's directors, 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)Restricted share awards issued to associates that were former associates of BNC and to Pinnacle Financial's Chairman of the Carolinas and Virginia pursuant to legacy BNC incentive plans assumed by Pinnacle Financial.
(4)Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan.  Restrictions on those awards granted in 2020 lapse on February 28, 2021 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.
(5)These shares represent forfeitures resulting from recipients whose employment or board membership is terminated during each of the years in the three-year period ended December 31, 2020 or for which the performance criteria applicable to the award are not achieved. Any dividends paid on shares for which the forfeiture restrictions do not lapse will be recouped by Pinnacle Financial at the time of termination or will not be distributed from escrow, as applicable.
Restricted Share Unit Awards Outstanding
 Units Awarded
 Applicable Performance Periods associated with each tranche
(fiscal year)
Service period per tranche
(in years)		Subsequent
holding period per tranche
(in years)
Period in which units to be settled into shares of common stock (2)
Grant year
Named Executive Officers
(NEOs) (1)
Leadership Team other than NEOs
2020136,137 — 204,220 59,648 2020232025
2021222025
2022212025
2019166,211 — 249,343 52,244 2019232024
2020222024
2021212024
201896,878 — 145,339 25,990 2018232023
2019222023
2020212023
201772,537 — 109,339 24,916 2017232022
   2018222022
   2019212022
201673,474 — 110,223 26,683 2016232021
   2017222021
   2018212021
(1)The named executive officers are awarded a range of awards that may be earned based on attainment of goals at a target level of performance to a maximum level of performance.
(2)Restricted share unit awards, if earned, will be settled in shares of Pinnacle Financial Common Stock in the periods noted in the table, if Pinnacle Bank's ratio of non-performing assets to its loans plus OREO is less than amounts established in the applicable award agreement.
Schedule of Share Based Compensation Expense
A summary of stock compensation expense, net of the impact of income taxes, related to restricted share awards and perfomance-based vesting restricted share unit awards for the three-year period ended December 31, 2020, follows (in thousands):
 202020192018
Restricted stock expense$18,737 $21,226 $17,636 
Income tax benefit4,898 5,548 4,610 
Restricted stock expense, net of income tax benefit$13,839 $15,678 $13,026