Attached files
Exhibit 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 111(b)4 OF EESA
UNDER SECTION 111(b)4 OF EESA
I, M. Terry Turner, President and Chief Executive Officer, of Pinnacle Financial Partners, Inc.
(the Company), certify, based on my knowledge, that:
(i) The compensation committee of the Company has discussed, reviewed, and evaluated with
senior risk officers at least every six months during the period beginning on the later of
September 14, 2009, or ninety days after the closing date of the agreement between the TARP
recipient and Treasury and ending with the last day of the TARP recipients fiscal year containing
that date (the applicable period), senior executive officer (SEO) compensation plans and employee
compensation plans and the risks these plans pose to the Company;
(ii) The compensation committee of the Company has identified and limited during the
applicable period any features of the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of the Company, and during that same
applicable period has identified any features of the employee compensation plans that pose risks to
the Company and has limited those features to ensure that the Company is not unnecessarily exposed
to risks;
(iii) The compensation committee has reviewed at least every six months during the applicable
period the terms of each employee compensation plan and identified any features of the plan that
could encourage the manipulation of reported earnings of the Company to enhance the compensation of
an employee, and has limited any such features;
(iv) The compensation committee of the Company will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of the Company will provide a narrative description of how it
limited during any part of the most recently completed fiscal year that included a TARP period the
features in:
(A) | SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company; | ||
(B) | Employee compensation plans that unnecessarily expose the Company to risks; and | ||
(C) | Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee; |
(vi) The Company has required that bonus payments, as defined in the regulations and guidance
established under section 111 of EESA (bonus payments), of the SEOs and twenty next most highly
compensated employees be subject to a recovery or clawback provision during any part of the most
recently completed fiscal year that was a TARP period if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate performance metric
criteria;
(vii) The Company has prohibited any golden parachute payment, as defined in the regulations
and guidance established under section 111 of EESA, to an SEO or any of the next five most highly
compensated employees during the period beginning on the later of the closing date of the agreement
between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date;
(viii) The Company has limited bonus payments to its applicable employees in accordance with
section 111 of EESA and the regulations and guidance established thereunder during the period
beginning on the later of the closing date of the agreement between the TARP recipient and Treasury
or June 15, 2009 and ending with the last day of the TARP recipients fiscal year containing that
date;
(ix) The board of directors of the Company has established an excessive or luxury expenditures
policy, as defined in the regulations and guidance established under section 111 of EESA, by the
later of September 14,
2009, or ninety days after the closing date of the agreement between the TARP recipient and
Treasury; this policy has been provided to Treasury and its primary regulatory agency; the Company
and its employees have complied with this policy during the applicable period; and any expenses
that, pursuant to this policy required approval of the board of directors, a committee of the board
of directors, an SEO, or an executive officer with a similar level of responsibility, were properly
approved;
(x) The Company will permit a non-binding shareholder resolution in compliance with any
applicable federal securities rules and regulations on the disclosures provided under the federal
securities laws related to SEO compensation paid or accrued during the period beginning on the
later of the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009
and ending with the last day of the TARP recipients fiscal year containing that date;
(xi) The Company will disclose the amount, nature, and justification for the offering during
the period beginning on the later of the closing date of the agreement between the TARP recipient
and Treasury or June 15, 2009 and ending with the last day of the TARP recipients fiscal year
containing that date of any perquisites, as defined in the regulations and guidance established
under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the
bonus payment limitations identified in paragraph (viii);
(xii) The Company will disclose whether the Company, the board of directors of the Company, or
the compensation committee of the Company has engaged during the period beginning on the later of
the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and
ending with the last day of the TARP recipients fiscal year containing that date, a compensation
consultant; and the services the compensation consultant or any affiliate of the compensation
consultant provided during this period;
(xiii) The Company has prohibited the payment of any gross-ups, as defined in the regulations
and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly
compensated employees during the period beginning on the later of the closing date of the agreement
between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date;
(xiv) The Company has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between the Company and Treasury, including any
amendments;
(xv) The Company has submitted to Treasury a complete and accurate list of the SEOs and the
twenty next most highly compensated employees for the current fiscal year and the most recently
completed fiscal year, with the non-SEOs ranked in descending order of level of annual
compensation, and with the name, title, and employer of each SEO and most highly compensated
employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection
with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 USC
1001).
Date: February 26, 2010 | /s/ M. Terry Turner | |||
M. Terry Turner, | ||||
President and Chief Executive Officer |