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TIME AND PLACE	1:30 p.m., Central time, on Tuesday, April 23, 2019

ITEMS OF BUSINESS	1. To elect one Class 1 director who will serve a two-year term expiring in 2021;

2.	To elect five Class 2 directors who will each serve a three-year term expiring in 2022;

3.	To adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers;

4.	To ratify the appointment of HORNE LLP as our independent registered public accountants for 2019; and

5.	To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

RECORD DATE	You can vote if you were a shareholder of record as of the close of business on February 22, 2019.

ANNUAL REPORT	If you received a paper copy of the proxy statement and proxy card, our Annual Report on Form 10-K for the year ended December 31, 2018, which serves as our Annual Report to Shareholders but is not part of our solicitation materials, is also enclosed. Our proxy statement, proxy card and Annual Report are also accessible at http://www.envisionreports.com/RNST.

PROXY VOTING

It is important that your shares be represented and voted at the annual meeting. You may vote your shares via a toll-free telephone number or on the internet. If you received a paper copy of the proxy statement, you may vote your shares by signing, dating and mailing the accompanying proxy card in the envelope provided. Instructions about the three methods of voting are contained in the proxy statement. Any proxy may be revoked at any time prior to its exercise at the annual meeting.

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•	Using the internet, at www.envisionreports.com/RNST. To vote via the internet, you will need the control number that is included on your proxy card or in the Notice, which was furnished to our institutional shareholders and shareholders who elected to receive proxy materials over the internet on March 14, 2019.

•	Using a toll-free telephone number, at 1-800-652-VOTE (8683). You will need the control number that is included on your proxy card or in the Notice.

•	By completing and mailing your proxy card to the address included on the card, if you received a paper copy of the proxy statement and proxy card.

•	In person, if you attend our annual meeting and are the record owner of our common stock or you obtain a broker representation letter from your bank, broker or other holder of our common stock.

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(1)	Exclusions include charges with respect to which we are unable to accurately predict when these charges will be incurred or, when incurred, the amount of the charge. For 2018, these charges were merger and conversion expenses on an after-tax basis.

(2)

Diluted EPS, with exclusions, return on average tangible assets, with exclusions, and return on average tangible shareholders’ equity, with exclusions, are non-GAAP financial measures used by management to evaluate ongoing operating results and to assess ongoing profitability. For a reconciliation of these measures to their most comparable GAAP measures, please see (a) with respect to 2016, 2017 and 2018, as to diluted EPS, the “Results of Operations-Net Income” section and, as to return on average tangible assets and return on average tangible shareholders’ equity, the “Non-GAAP Financial Measures” section, each in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2018, and (b) with respect to 2014 and 2015, as to diluted EPS, the “Results of Operations-Net Income” section and, as to return on average tangible assets and return on average tangible shareholders’ equity, the “Non-GAAP Financial Measures” section, each in Item 7, Management’s Discussion and

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a

We recorded our highest level of annual earnings in 2018, with net income of $146.9 million, marking our sixth consecutive year of record net income. Our diluted EPS of $2.79 represented an $0.83 improvement over 2017. Our 2017 diluted EPS was impacted by our writedown of our net deferred tax assets stemming from changes in tax rates effected by the Tax Cuts and Jobs Act enacted in December 2017. However, even excluding the $0.31 reduction to diluted EPS as a result of the deferred tax asset writedown, our 2018 diluted EPS grew approximately 23% from 2017.

a

We completed our acquisition of Brand Group Holdings, Inc. and its subsidiary The Brand Banking Company (which we refer to collectively as “Brand” in this proxy statement) on September 1, 2018. By acquiring Brand, we added 13 locations throughout the greater Atlanta area, one of our strategic growth markets. Also, as of the acquisition date (and prior to purchase accounting adjustments), we acquired $2.0 billion in assets, including $1.6 billion in loans, and $1.7 billion in deposits.

a	We increased our annual dividend twice in 2018. The annual dividend now stands at $0.84 per share, an approximately 10% increase from 2017.

a	In 2018, in addition to the new locations added in the Brand merger, we expanded our geographic footprint in Tennessee and Georgia through new branch openings, and we also added market leaders and producers throughout our footprint, which, together with production from our existing locations, contributed to our non-purchased loan growth of over 14% from 2017.

a

Our asset quality metrics continued to remain strong in 2018. Total non-purchased non-performing assets remained flat from December 31, 2017 to December 31, 2018 even as our total assets increased. Net loan charge-offs were 0.05% of average loans for 2018 compared to 0.06% of average loans for 2017. As a percentage of total assets, all credit metrics, including nonperforming assets, loans 30-89 days past due and our internal watch list were at or near historical lows at the end of 2018.

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•	A director may not stand for election after reaching age 72; and

•	Any director who attains age 72 during his or her elected term may serve only until the next regular meeting of our shareholders.

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(1)	Mr. McNeel will retire effective as of the annual meeting, as required pursuant to our retirement policy.

•	With the chairman, scheduling and setting the agenda for board meetings;

•	Scheduling, setting the agenda for, and chairing all executive sessions of the “independent directors” of the board;

•	Determining the appropriate materials to be sent to directors for all meetings;

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•	Acting as a liaison between the board and the chief executive officer and our other executive officers;

•	Assisting the compensation committee in evaluating the chief executive officer’s performance;

•	Assisting the nominating and corporate governance committee in its annual assessment of the board’s committee structure and each committee’s performance; and

•	Overseeing the board’s communications with our shareholders.

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•

The audit committee, which focuses on financial reporting and operational risk. This committee meets regularly with management, our independent registered public accountants and our internal auditors to discuss the integrity of our financial reporting processes and internal controls and the steps taken to monitor and control related risks. In addition, at almost every meeting the committee receives a management presentation designed to give the committee a better understanding of our operations and how the subject of the presentation impacts our overall operational risk. More information about the audit committee can be found above under the heading “Board Committees” and below in the “Report of the Audit Committee” and “Independent Registered Public Accountants” sections.

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The compensation committee, which evaluates risks associated with our executive compensation programs. The compensation committee is assisted by the incentive compensation committee, which is comprised of senior management and reports directly to the compensation committee. The incentive compensation committee reviews our cash and equity incentive compensation arrangements (for both executive and non-executive employees) to ensure that these arrangements appropriately balance risks and financial rewards in a manner that does not encourage or expose the Bank or the Company to imprudent risks, whether financial, credit, regulatory or otherwise. The steps we have taken to address risks associated with our executive compensation program are described in the CD&A section below. Other risk mitigation practices apply to specific groups of employees. For example, our lenders may be eligible for incentives based on their loan production. This creates a risk that a lender may try to make riskier loans to boost his or her incentive. We have addressed this risk by, among other things, requiring that a lender satisfy loan quality thresholds consistent with our overall goals for loan portfolio performance as a condition to his or her eligibility to receive an incentive payment. As another example, mortgage originators are compensated on a commission basis, based on the volume of loans originated. This creates a risk that employees may focus on higher income, non-minority areas, exposing us to criticism from a fair lending perspective, among other things. We have addressed this risk by imposing goals for low income and minority lending. On an ongoing basis, the incentive compensation committee monitors our incentive compensation arrangements to determine whether additional risk mitigants are necessary. The CD&A section provides more information about the activities of the compensation committee.

•	The loan committee, which is primarily responsible for credit and other risks arising in connection with our lending activities and overseeing management committees that also address these risks. The loan committee’s work is supplemented by a number of management committees that report to it on various aspects of our lending activities, such as loss management.

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The investment committee, which monitors our interest rate and liquidity risk.  The committee has two primary goals with respect to risk oversight: (1) to structure our asset-liability composition in a way that maximizes our net interest income while minimizing the adverse impact of changes in interest rates on interest income and capital; and (2) to ensure that we have adequate sources of short and long-term liquidity both under the current interest rate environment and under various hypothetical interest rate scenarios.  The asset/liability committee, a management committee reporting to the investment committee, monitors our interest rate sensitivity and makes decisions relating to that process.

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•	“Independence” within the meaning of the Nasdaq Listing Rules and SEC rules and regulations;

•	Experience in banking or in marketing, finance, legal, accounting or other professional disciplines;

•	Diversity of background and other characteristics that are reflective of our shareholders;

•	Familiarity with and participation in the local communities in which we do business;

•	Prominence and a highly-respected reputation in his or her profession;

•	A proven record of honest and ethical conduct, personal integrity and independent judgment;

•	Ability to represent the interests of our shareholders; and

•	Ability to devote time to fulfill the responsibilities of a director and to enhance their knowledge of our industry.

•	Transactions involving a director, members of his or her immediate family and business with which they are associated and the Company or the Bank (more information about these transactions may be found below under the headings “Indebtedness of Directors and Executive Officers” and “Other Related Person Transactions”).

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The Bank employs the sons of three of our directors: (1) Mr. Creekmore’s son works as a portfolio manager in the Bank's corporate banking department; (2) Dr. Heyer’s son is employed as an investment officer in the Bank’s wealth management division; and (3) Mr. Holland's son is a trainee in the Bank's wealth management division. None of these employees is considered an “executive officer” of the Company, nor did any of them receive compensation for 2018 at a level that would cause his employment to constitute a “related person” transaction under applicable SEC regulations. The compensation paid to each employee was consistent with the

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•

Brand was party to real estate leases with entities owned by a trust of which Mr. Morgan is a trustee and an approximate 25% beneficiary (taking into account the interest of Mr. Morgan and his children) (together with his siblings) (this trust is referred to as the “Morgan Family Trust”), under which Brand leased from the entities owned by the Morgan Family Trust real estate on which a Brand branch was located. Upon the completion of the Brand acquisition, Renasant assumed these leases. The following table sets forth (1) the location of each of these branches; (2) the lease payments made in 2018; and (3) the payments due over the remaining terms of each of the leases, which expire at various times between 2022 and 2025 (amounts in the columns below include, to the extent known, triple net charges):

(1)	Amounts in parenthesis represent the portion of the lease payments paid after September 1, 2018, the date on which we completed the Brand acquisition. The balance was paid by Brand prior to September 1, 2018.

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Brand Properties, LLC and Brand Real Estate Services, Inc., both of which are owned by the Morgan Family Trust, provided property management services for the above-listed branch locations and our Dacula, Georgia branch location to Brand, prior to September 1, 2018, and to us, after the completion of the Brand acquisition. In 2018, these entities were paid $33,358 in the aggregate for property management services, and we expect to pay an aggregate of approximately $139,000 to these entities over the remaining terms of the above leases for such services (these entities do not provide property management services with respect to any of our other locations). Additionally, Brand had contracted with Brand Properties, LLC to develop and construct its Dacula branch, which construction was completed in the summer of 2018. Brand Properties was paid an aggregate of $2,252,152 under this contract, of which $464,439 was paid after September 1, 2018.

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Brand maintained “split-dollar” insurance arrangements for the benefit of life insurance trusts established by Mr. Morgan and certain of his siblings, which we assumed upon the completion of the Brand acquisition. Under these arrangements, the trusts (whose beneficiaries were parties related to Mr. Morgan or his siblings) acquired and owned life insurance policies on the lives of Mr. Morgan and the siblings, and Brand was contractually obligated to pay the premiums. Upon the insured’s death or the earlier termination of the split dollar arrangements, each trust is obligated to repay to Brand (and now to us) the aggregate amount of the premium payments made on behalf of the trust or, under some of the arrangements, the cash surrender value of policy, if greater than the aggregate premiums paid. We intend to terminate these split-dollar insurance arrangements in a manner that avoids loss to the Company. In 2018, premium payments in the aggregate amount of $335,362 were made by Brand (prior to September 1, 2018) and Renasant (after the completion of the Brand acquisition), and we have made premium payments in the aggregate amount of $158,662 in the first two months of 2019.

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Upon the completion of our acquisition of Brand, GardenBrand, LLC, previously a wholly-owned subsidiary of The Brand Banking Company, became a wholly-owned subsidiary of the Bank. GardenBrand, LLC is party to a purchase and sale agreement with two entities owned by the Morgan Family Trust. Under this agreement, GardenBrand, LLC has agreed to sell a vacant lot in Atlanta, Georgia, to one of the entities owned by the Morgan Family Trust in exchange for the real estate, owned by the other entity owned by the Morgan Family Trust, on which the Bank’s branch in Suwanee, Georgia, is located and cash. The purchase and sale agreement was entered into in 2015; in November 2018 we agreed to extend the deadline for closing the transaction for six months. As a condition of the extension, $150,000 in earnest money was irrevocably released to us. Our executive committee reviewed and approved the terms of the proposed extension before we amended the purchase sale and agreement to provide for the extension.

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Brand owned warrants to purchase the common stock of a “fintech” company, and the Bank acquired these warrants upon the completion of the Brand acquisition. Our management decided to sell these warrants, which Mr. Morgan offered to purchase for their book value, which was $603,009. To evaluate Mr. Morgan’s offer, the board directed management to ascertain whether (1) there were any other parties interested in acquiring the warrants and (2) the Bank would be likely to obtain a better price than the price offered by Mr. Morgan. Management contacted investment bankers with knowledge of the industry in which this fintech company operates and was advised that, due to the speculative nature of the warrants and the fintech company’s operating results to date, the Bank was unlikely to find any other buyer for the warrants at all, much less a buyer willing to pay more than book value for the warrants. After receiving this advice, the board approved the sale of the warrants for $603,009 to an entity of which Mr. Morgan is a 50% owner. The sale was completed in December 2018.

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•	By writing to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: Chief Financial Officer;

•	By e-mail to KChapman@renasant.com; or

•	By phone at (662) 680-1450.

•	The reason for making the nomination;

•	All arrangements or understandings between or among the recommending shareholder(s) and the nominee, as well as any information that would have to be disclosed under Item 404 of Regulation S-K if the recommending shareholder (and any beneficial owner on whose behalf the recommendation has been made) were the registrant;

•	All information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in a contested election pursuant to the Exchange Act and the rules and regulations promulgated thereunder; and

•	The nominee’s written consent to being named in the proxy statement and to serve as a director if elected.

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(1)

Effective as of the 2018 annual meeting, Messrs. Booth and Brooks retired from our board, and Messrs. Potts, Cheek, and Sharpe ceased to serve on our board. The table above includes compensation paid for service on our board during 2018. Messrs. Potts, Cheek and Sharpe continued to serve on the Bank's board of directors and were compensated; therefore, the table does not include compensation for service on the Bank's board.

•	Column B - Fees Earned or Paid in Cash. Amounts in this column reflect the retainers and meeting fees we paid to our non-employee directors, which may be voluntarily deferred under our Deferred Stock Unit Plan or Directors’ Deferred Fee Plan, which are described below.

•	We paid the following retainers, prorated in the form of equal monthly payments:

•	All directors received a retainer the amount of $35,000;

•	Our lead director received an additional retainer in the amount of $12,000;

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•	The chair of the audit committee received an additional retainer in the amount of $6,000; and

•	The chairs of the executive, compensation, nominating and loan committees each received an additional retainer in the amount of $3,000.

•	We also paid the following meeting fees:

•	Chairs who do not receive an additional retainer receive $750 for each meeting chaired; and

•	Members receive $500 for each meeting they attend.

•	Each of our non-employee directors who serves on one of our state bank boards was paid a $500 fee quarterly or when the board meets, a $125 fee in each month during which a meeting was not held, and a $200 fee for attendance at state bank board committee meetings.

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Column C - Stock Awards. On April 24, 2018, each director, with the exception of Mr. Suggs and Ms. Engel, received a time-based restricted stock award of 1,010 shares of our common stock that will vest at the 2019 annual meeting. Mr. Suggs and Ms. Engel, who were appointed to our board in May 2018 and September 2018, respectively, received prorated time-based restricted stock awards that also will vest at the 2019 annual meeting. Column C reports the aggregate fair value of these awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation.” Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note 14, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2018 for details regarding the assumptions used to derive the fair value of our restricted stock.

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Column D - Changes in Pension Value and Nonqualified Deferred Compensation Earnings. Amounts in this column report above-market earnings on amounts deferred under the Directors’ Deferred Fee Plan. Interest earned on deferred amounts is considered above-market only if the interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. With the exception of Mr. Potts, who is a participant in a legacy pension plan, our non-employee directors do not participate in a pension plan or similar arrangement. The legacy plan in which Mr. Potts is a participant ceased to accrue benefits in 2008. Column D does not include the change in the actuarial present value of his accumulated benefit in this plan which was $(68,263) as of December 31, 2018.

•	Column E - All Other Compensation. Cash dividends paid on restricted stock awards are included in this column. The remaining amounts in this column reflect the value of other benefits we provide to our non-employee directors, which consist of the following:

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Non-employee directors and their eligible dependents may elect to enroll in our medical and dental plans and pay full premiums for the coverage. Based on historical practice, we deduct a portion of the premiums from the cash payments we make to our electing directors, and a portion of the premiums are treated as imputed income that is applied to the cost of the premiums and reported as taxable income. Amounts in Column E represent the portion of the premium that we treat as imputed income.

•	We provide term life and accidental death and dismemberment insurance coverage to each director with a face amount of $10,000, at a cost of $25.

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•	Insurance-type benefits that are generally available to all employees of the Company, including health care coverage and life and disability benefits, with some additional life insurance coverage for all officers of the Company.

•	A broad-based 401(k) plan, including Company matching and profit-sharing contributions.

•

Two voluntary executive savings plans, our Deferred Stock Unit Plan, or the DSU Plan, and our Executive Deferred Income Plan, or the Deferred Income Plan. Amounts deferred under the DSU Plan are notionally invested in our common stock; amounts deferred under the Deferred Income Plan may be notionally invested in investment options similar to those available under our 401(k) plan. With the exception of a contribution for the benefit of Mr. McGraw in 2018, we do not contribute to these arrangements.

•	Dues for memberships in professional and civic organizations, country club dues and car allowances.

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•	In the fall of 2017, Pearl Meyer recommended that no change be made to the financial institutions included in our compensation peer group and provided a review and analysis of the compensation levels and programs of companies within the peer group.

•	At the end of 2017, Pearl Meyer provided advice with respect to the modification of our cash and equity incentives and recommended the characteristics of the financial institutions to be included in our performance peer group.

•	Pearl Meyer reviewed the compensation levels of our non-employee directors and recommended changes to the compensation levels.

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(1)	Mr. McGraw transitioned to our executive chairman effective May 1, 2018. At that time, his base salary was reduced to $504,000, a 40% reduction.

(2)	Mr. Hart transitioned to the chairman of our Middle Tennessee division effective September 1, 2018. At that time, his base salary was reduced to $304,800, a 40% reduction.

•	Diluted earnings per share, or EPS, measured on an absolute basis;

•	Net revenue per share, or NRPS, measured on an absolute basis; and

•	Return on average tangible common equity, or ROTCE, measured relative to our performance peer group.

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(1)	For Messrs. McGraw and Hart, payouts reflect base salary adjustments made as of May 1, 2018 and September 1, 2018, respectively.

(2)	Represents the percentage of the cumulative target award earned by Mr. Hart as the president of the Northern Region/Chairman of the Middle Tennessee division.

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Time-Based Awards. Time-based awards serve as a retention device and as variable compensation that further ties the financial interests of our executives to the performance of the Company and our stock. The service or retention period for our time-based awards is generally three years, but for Messrs. McGraw and Hart a one-year period was considered more appropriate given their change in status in 2018. The table below describes the time-based awards made to our named executive officers for 2018.

(1)	Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to generally correspond to the 40% base salary reductions that occurred on May 1, 2018 and September 1, 2018, respectively.

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Performance-Based Awards With Three-Year Performance Cycle. For 2018, we increased the performance cycle applicable to our performance-based awards from one year to three years, permitting us to evaluate and reward longer-term performance. These awards will vest, if at all, on December 31, 2020. Payouts will be determined using three new Company-wide performance measures: (1) ROTCE, (2) return on average tangible assets, or ROTA, and (3) total shareholder return, or TSR, all measured relative to our performance peer group.

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(1)	Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to correspond to the 40% reduction in their base salaries that occurred during 2018.

•	Transition Awards. To provide an orderly transition to our new three-year performance cycle, the committee also made performance-based awards with a one-year performance cycle. These “transition” awards use the following performance measures: ROTCE and ROTA, measured relative to our performance peer group, and EPS, measured on an absolute basis.

(1)	Awards for Messrs. McGraw and Hart were determined with reference to awards made to them in 2017, reduced to correspond to the 40% reduction in their base salaries that occurred during 2018.

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(1)	Mr. McGraw served as our chief executive officer, and principal executive officer, from January 2018 through April 2018. Mr. Waycaster served as our chief executive officer, and principal executive officer, from May 1, 2018 through the end of 2018.

(2)	Mr. Cochran became a named executive in 2017. SEC rules permit us to omit compensation information for years prior to the individual becoming a named executive officer.

(3)

Mr. Morgan became a named executive officer in 2018 in connection with our acquisition of Brand. As part of the acquisition, Mr. Morgan and Brand negotiated and entered into an agreement providing for the termination and disposition of certain benefits and perquisites provided to him by Brand, including the payout of designated amounts. We agreed to make the payments if not completed by Brand prior to the acquisition. Because these payments relate to services performed by Mr. Morgan for Brand, they are not reflected in the 2018 Summary Compensation Table above or described elsewhere in this proxy statement. Details about these payments may be found in the proxy statement/prospectus relating to the Brand acquisition that we filed with the SEC on June 27, 2018.

•	Column C - Salary - Amounts included in this column represent base salary earned by our named executives in 2018, 2017 and 2016, some of which may have been voluntarily deferred under our 401(k) plan or our two non-qualified deferred compensation plans, the Deferred Income Plan and the DSU Plan.

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Column D - Bonus - Amounts in this column report cash bonuses paid on a discretionary basis. Discretionary bonuses were not a component of our compensation program during 2018, 2017 or 2016. Mr. Morgan received a prorated bonus for his service after our acquisition of Brand. We consider this a discretionary bonus because it was not made using the performance measures applicable during 2018 under our PBRP.

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Columns E and F - Stock Awards; Option Awards - Amounts in these columns represent the value of non-cash compensation granted or awarded under our LTIP, which may be performance-based or time-based. Performance-based awards may or may not be earned by any executive, depending upon the achievement of performance objectives. Options were not a component of our compensation during 2018, 2017 or 2016.

•	Column G - Non-Equity Incentive Plan Compensation - Amounts in this column represent cash bonuses paid under our PBRP based upon the achievement of performance measures. Some of these amounts may have been voluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan.

•	Column H - Changes in Pension Value and Non-qualified Deferred Compensation Earnings - Amounts in this column represent (1) changes in the actuarial value of benefits accrued under our tax-qualified pension plan and Mr. Hart’s non-qualified supplemental executive retirement plans, or SERPs, and (2) any above-market earnings credited under our Deferred Income Plan.

•	Column I - All Other Compensation - Amounts in this column represent the value of other compensation we pay or provide to our named executives, such as car allowances and membership dues.

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(1)	Mr. Morgan was not eligible to receive a plan-based award in 2018.

(2)	Represents shares subject to the performance measures discussed in the CD&A above and a one-year performance cycle.

(3)	Represents shares subject to the performance measures discussed in the CD&A above and a three-year performance cycle.

(4)	Represents shares subject to time-based vesting. Mr. McGraw’s and Mr. Hart’s awards are subject to a one-year service vesting period, while the remaining time-based awards are subject to a three-year service vesting period.

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•	Mr. Waycaster’s annual total compensation (including health insurance premiums) was $2,433,574.

•	The annual total compensation of our median employee (including health insurance premiums) was $57,932; our median employee works as a mortgage loan processor at one of our Mississippi locations.

•	The ratio of Mr. Waycaster’s annual total compensation to the annual total compensation of our median employee was 42.0 to 1 (we refer to this ratio as the “CEO pay ratio”).

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We first determined our employees as of December 31, 2018. Full-time, part-time, seasonal and temporary employees, and employees who joined us when we completed the Brand acquisition on September 1, 2018, were included, but independent contractors, leased employees and similar workers were not. On December 31, 2018, our total employee population was 2,432, and the number of independent contractors, leased employees and similar workers was not material.

•

We then “ordered” our employees based on a consistently-applied, representative measure of compensation we selected, which was total cash compensation paid to each employee. We adjusted these amounts by annualizing the compensation for full-time and part-time individuals who were employed on December 31, 2018 but did not work the entire year, including former Brand employees who joined us when we completed the acquisition. No full-time equivalent adjustments were made for part-time individuals, and we did not annualize the compensation of any temporary or seasonal employees.

•	Termination by the Company for cause;

•	Retirement or other voluntary termination;

•	Death or disability;

•	Termination by the Company without cause or a named executive’s constructive termination;

•	Termination in connection with a change in control; or

•	The expiration of an employment agreement.

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•	Each executive may not solicit our customers and depositors or our employees for two years following his separation for any reason, except for Mr. Hart, whose covenant has a one-year duration.

•	Each executive is subject to a non-competition restriction that begins at the time of his separation. The duration of the restriction is two years for Mr. McGraw and one year for Mr. Hart. The duration of the restriction for Messrs. Waycaster, Chapman, Cochran and Morgan is two years for separation following a change in control and one year following other types of separation.

•	Each executive must protect our confidential information and trade secrets indefinitely.

•

For eligible employees employed by the Company as of December 31, 2004, including their eligible dependents, we provide access to retiree medical benefits until age 65, and we pay a portion of the premium; only Mr. Waycaster is covered under the plan. If Mr. Waycaster had retired as of December 31, 2018, he would receive contributions towards retiree coverage in an approximate amount of $7,375, representing contributions for Mr. Waycaster and his spouse.

•	If a named executive retires during our fiscal year, he will receive his annual cash bonus under the PBRP, to the extent that applicable performance measures are achieved during the fiscal year in which his retirement occurs, prorated to reflect his period of service before retirement.

•	If a named executive retires during our fiscal year, he will receive his performance-based restricted stock award at the end of the applicable performance cycle, to the extent that applicable performance measures are achieved during the cycle, subject to proration to reflect his period of service before retirement.

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•	Time-based restricted stock awards will be prorated based on actual service prior to retirement and vest.

•	For all of our officers, including our named executives, we provide life insurance protection in an amount equal to 250% of each officer’s base salary, subject to medical underwriting if the amount of the coverage exceeds $600,000.

•	Each of our named executives, other than Mr. McGraw, will receive a cash bonus under the PBRP, to the extent that performance measures are achieved during the applicable performance cycle in which his death or disability occurs, prorated to reflect the period of service before death or disability. Mr. McGraw will receive the amount of his target bonus, prorated to reflect his period of service.

•

For our named executives, other than Mr. McGraw, each executive’s performance-based restricted stock award will vest at the end of the applicable performance cycle to the extent that the performance measures are acheived, subject to proration for service rendered before death or disability. Mr. McGraw will receive his target award at the time of his death or disability, prorated to reflect his period of service during the applicable performance cycle.

•	Each executive’s time-based restricted stock award will be prorated for service rendered before his death or disability and vest.

•	Messrs. McGraw and Waycaster, who participate in our Deferred Income Plan, will receive a preretirement death benefit in the event either should die while employed by us.

•	He will receive a cash payment equal to two times his annualized base salary and the amount of his target bonus;

•	His performance-based restricted stock awards, which will vest at target;

•	His time-based restricted stock award, which will vest and be prorated based upon his period of service; and

•	We will pay premiums for the period of continuation coverage available to him and his eligible dependents under Section 4980B of the Internal Revenue Code, commonly referred to as “COBRA.”

•	A cash payment equal to his annualized base salary for the remainder of the current term of the agreement, but not less than 12 months; Mr. Hart will receive his annualized base salary;

•	His target bonus prorated to reflect service during the performance cycle prior to his termination; Mr. Hart's target bonus is not subject to proration;

•	His performance-based restricted stock awards, which will be determined at the end of the performance cycle and prorated to reflect his service prior to his termination;

•	His time-based restricted stock award, which will be prorated to reflect his service prior to his termination and vest; and

•	COBRA continuation coverage premiums for the executive and his eligible dependents for a maximum period

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•	If Mr. McGraw’s employment agreement expires and his employment ceases, he will receive his target bonus for the year of expiration, and restricted stock awards will vest and be awarded in amounts determined as if he had retired.

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If before January 1, 2021, we provide notice of non-renewal to any of Messrs. Chapman, Waycaster or Cochran and his employment then ceases, he will receive the compensation and benefits due in the event of a constructive termination, as described above. If we provide notice of non-renewal after January 1, 2021, or if either of Messrs. Chapman, Waycaster or Cochran provides notice of non-renewal at any time, no additional amount is due under the agreement. Mr. Morgan’s employment agreement has a similar provision, except that the date after which our notice of non-renewal no longer entitles him to compensation is August 31, 2023.

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•	For payouts under the PBRP, we have included the actual payout for 2018, regardless of the reason for the payout.

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For one-year time-based restricted stock awards, we have included the full value of the award, regardless of the reason for payout. For three-year time based restricted stock awards, we have included the value of a prorated award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2018, and we have included the full value of three-year time based awards.

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For one-year performance-based restricted stock awards, we have included the actual payout determined at the end of the performance cycle, December 31, 2018, except that we have included the target payout in the event of a change in control. For three-year performance-based restricted stock awards, we have assumed a payout at target and prorated the award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2018; payouts are reported at target.

•	The value of our stock on December 31, 2018 was $30.18 per share.

(1)	In the event of death or disability, Mr. McGraw would receive a payout of his target bonus under the PBRP and his performance-based restricted stock awards at the target level, each prorated to reflect his period of service during the applicable performance cycle.

(2)	In the event of termination without cause or a constructive termination, Mr. McGraw would receive a payout of his target shares.

(3)	As of December 31, 2018, Mr. McGraw would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.

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(1)	As of December 31, 2018, Mr. Waycaster would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.

(1)	As of December 31, 2018, Mr. Chapman would receive a cash payment calculated as 2.5 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.

(1)	As of of December 31, 2018, Mr. Hart would receive a cash payment calculated as 2.99 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.

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(1)	As of December 31, 2018, Mr. Cochran would receive a cash payment calculated as 2.5 times his base salary and average bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.

(1)	As of December 31, 2018, Mr. Morgan would receive a cash payment calculated as 2.5 times his annual base salary ($450,000) and bonus, subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.

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(1)	Audit fees included fees and expenses associated with the audit of our annual financial statements, the reviews of the financial statements in our quarterly reports on Form 10-Q and regulatory and statutory filings.

(2)	Audit-related fees primarily included fees and expenses associated with the audits of the financial statements of certain employee benefit plans and other required procedures.

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•	Using the internet, at www.envisionreports.com/RNST. To vote via the internet, you will need the control number that is included on your proxy card or in the Notice.

•	Using a toll free telephone number, at 1-800-652-VOTE (8683). You will need the control number that is included on your proxy card or in the Notice.

•	By completing and mailing your proxy card to the address included on the card, if you received a paper copy of the proxy statement and proxy card.

•	“FOR” the election of nominee Connie L. Engel as a Class 1 director;

•	“FOR” the election of nominees John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., E. Robinson McGraw and Sean M. Suggs as Class 2 directors;

•	“FOR” the adoption of the non-binding advisory resolution approving the compensation of our named executive officers; and

•	“FOR” the ratification of the appointment of HORNE LLP as our independent registered public accountants for 2019.

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•	Provide written notice to our Secretary before the annual meeting;

•	Provide a subsequent proxy either by telephone or on the internet;

•	Deliver a signed proxy card dated later than a previous proxy; or

•	Appear in person and vote at the annual meeting, if you are the record owner of our stock or you obtain a broker representation letter from your bank, broker or other record holder of our common stock.

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(1)

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 2) filed with the SEC on February 11, 2019 by The Vanguard Group, Inc. (“Vanguard”) reporting beneficial ownership as of December 31, 2018. Of the 4,649,007 shares covered by the Schedule 13G, Vanguard has sole voting power with respect to 46,961 shares, shared voting power with respect to 6,407 shares, sole dispositive power with respect to 4,600,321 shares and shared dispositive power with respect to 48,686 shares. According to the Schedule 13G, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 42,279 shares as a result of it serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 11,089 shares as a result of it serving as investment manager of Australian investment offerings.

(2)

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 9) filed with the SEC on February 6, 2019 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2018. Of the 3,630,777 shares covered by the Schedule 13G, BlackRock has sole voting power with respect to 3,406,964 shares and sole dispositive power with respect to all of the shares. No one person or entity's interest in our common stock is more than 5% of our total outstanding common shares.

(3)

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 9) filed with the SEC on February 8, 2019 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of December 31, 2018. Of the 3,265,284 shares covered by the Schedule 13G, Dimensional has sole voting power with respect to 3,165,298 shares and sole dispositive power with respect to all of the shares. Dimensional is a registered investment advisor that furnishes investment advice to four registered investment companies and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (these companies, trusts and accounts are referred to as the “Funds”). The Funds are the owners of the shares covered by the Schedule 13G; to the knowledge of Dimensional, no single Fund owns more than 5% of our common stock. Dimensional disclaims beneficial ownership of the shares of our common stock owned by the Funds

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(1)

For each non-employee director other than Ms. Engel and Mr. Suggs, direct ownership includes 1,010 shares representing an award of time-based restricted stock under the LTIP that will vest as of the 2019 annual meeting. Ms Engel and Mr. Suggs received awards of 500 and 748 shares of time-based restricted stock, respectively, reflecting when they joined the board in 2018. Each director possesses voting and dividend rights with respect to his or her shares.

(2)	Consists of 9,098 shares held in two individual retirement accounts owned by Mr. Clark's spouse and 9,099 shares held in a family trust of which Mr. Clark serves as the trustee.

(3)	These shares are held by Mr. Dale's grandchildren.

(4)	Of the shares owned by Mr. Dickerson, 4,885 shares are pledged as collateral for a loan from the Bank.

(5)	These shares are held by Dr. Heyer’s spouse.

(6)

Of the shares listed as directly owned, 49,918 shares are pledged as collateral for a loan from the Bank. Other ownership consists of 1,303 shares held in an individual retirement account owned by Mr. Holland’s spouse, of which Mr. Holland is the beneficiary, 7,248 shares held by a family limited partnership, Holland Limited Partnership, 152,146 shares held by a family limited partnership, Holland Holdings, LP, 2,000 shares held in a living trust of which Mr. Holland serves as trustee, and 150 shares in a trust for his children.

(7)	Of the shares listed as directly owned, 139,834 shares are pledged as collateral for a loan. Other ownership includes 1,519 shares held by Mr. Shmerling's children.

(8)	Mr. McGraw is also the Chairman of our board of directors. His direct ownership includes 15,295 shares representing an award of time-based restricted stock under our LTIP and 30,180 shares representing target awards of performance-based restricted stock under our LTIP.

(9)	Mr. Waycaster is also a member of our board of directors. Direct ownership includes an aggregate of 15,791 shares allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 24,265 shares representing an award of time-based restricted stock under our LTIP and 31,030 shares representing target awards of performance-based restricted stock under our LTIP.

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(10)	Direct ownership includes an aggregate of 5,673 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 24,650 shares representing an award of time-based restricted stock under our LTIP and 20,300 shares representing target awards of performance-based restricted stock under our LTIP.

(11)	Mr. Hart is also a member of our board of directors. Direct ownership includes an aggregate of 732 shares allocated to his account under our 401(k) plan, over which Mr. Hart has voting power, and 2,350 shares representing an award of time-based restricted stock under our LTIP and 7,100 shares representing target awards of performance-based restricted stock under our LTIP.

(12)	Direct ownership includes an aggregate of 2,095 shares allocated to Mr. Cochran's account under our 401(k) plan, over which he has voting power, 14,175 shares representing an award of time-based restricted stock under our LTIP and 16,350 shares representing target awards of performance-based restricted stock under the LTIP. Other ownership includes 262 shares held by Mr. Cochran's children.

(13)

Of the 657,985 shares listed as directly owned, 330,295 shares are pledged as collateral for a loan. Direct ownership includes an aggregate of 3,660 shares allocated to Mr. Morgan’s account under Brand's 401(k) plan, over which he has voting power, 6,175 shares representing an award of time-based restricted stock under our LTIP and 12,350 shares representing target awards of performance-based restricted stock under our LTIP (both stock awards were made in 2019; Mr. Morgan was not eligible to receive stock awards in 2018).

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