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Get filing alertsPinnacle extends Chief Banking Officer McCabe through 2027, sets $1.15M annual consulting fee
Filed July 31, 2026 · Period ending July 29, 2026 · ~1 min read
Key Changes
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Extended Robert McCabe's term as Chief Banking Officer and Vice Chair through December 31, 2027 (previously ending December 31, 2026).
Item 5.02 verify on EDGAR → -
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Set $1.15 million annual consulting fee for two-year period following McCabe's executive role, totaling $2.3 million in post-employment compensation.
Item 5.02 verify on EDGAR → -
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Board amended bylaws to accommodate the term extension for McCabe's dual roles.
Item 5.03 verify on EDGAR →
Summary
Pinnacle Financial Partners extended Chief Banking Officer and Vice Chair Robert McCabe's term by one year through December 31, 2027, and established a two-year consulting arrangement at $1.15 million annually following his executive departure. The total post-employment commitment of $2.3 million reflects the board's view of McCabe's ongoing value to the organization during a transition period. For shareholders, this is a routine succession planning matter that provides continuity in banking operations leadership while setting a defined timeline for transition.
The consulting arrangement ensures institutional knowledge retention without maintaining full executive compensation indefinitely. The bylaw amendment was a procedural step to enable the term extension.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Second Amendment provides for the extension of the term of Mr. McCabe’s service as Chief Banking Officer and Vice Chair of the Board from December 31, 2026 to December 31, 2027.
Robert McCabe will continue as Chief Banking Officer and Vice Chair of the Board for an additional year, through December 31, 2027, instead of ending December 31, 2026. This extends the tenure of a key executive in the banking operations and board leadership.
Added in current filing · verify on EDGAR →
during the two-year period in which Mr. McCabe serves as consultant to the Company following his service as Chief Banking Officer and Vice Chair of the Board, Mr. McCabe will receive an annual fee of $1,150,000.
After McCabe's executive role ends, he will serve as a consultant for two years at $1.15 million per year. This represents a significant ongoing compensation commitment for advisory services following his operational departure.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 29, 2026, the board of directors of the Company approved an amendment to the Company’s bylaws effective July 29, 2026 (the “Bylaw Amendment”). The Bylaw Amendment amends certain governance provisions to provide for the extension of Mr. McCabe’s term as Chief Banking Officer and Vice Chair of the Board
The board amended the company's bylaws to extend the term of Mr. McCabe in his dual roles as Chief Banking Officer and Vice Chair of the Board. The filing references a more complete description elsewhere in the 8-K that is not included in the provided text, so the specific duration or terms of the extension are not disclosed in this excerpt.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 3, 2026 · How we verify