Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



(e) Performance Unit Awards. Effective January 23, 2020, the Human Resources and
Compensation Committee (the "Committee") of the Board of Directors of Pinnacle
Financial Partners, Inc. (the "Company") adopted and approved the form of Named
Executive Officer Performance Unit Award Agreement (the "PSU Award Agreement"),
which governs grants of Performance Units ("Performance Units") for those
employees that are expected to be identified as the Company's "Named Executive
Officers" in the Company's proxy statement for its 2020 annual meeting of
shareholders (the "Named Executive Officers").

Pursuant to the terms of the PSU Award Agreements, the Committee granted the
Named Executive Officers Performance Units that will be settled in shares of the
Company's common stock, par value $1.00 per share ("Common Stock"), based on the
Company achieving performance goals for each of the fiscal years ending December
31, 2020, December 31, 2021 and December 31, 2022 (each such fiscal year is
referred to herein as a "Performance Period") and thereafter remaining an
employee of the Company for a one-year period following the end of the
Performance Period. With respect to each Performance Period, the number of
shares of Common Stock that a Named Executive Officer will be entitled to
receive, if any, will be determined based on the Company's return on average
tangible assets for the relevant Performance Period (excluding the impact of
items described in more detail in the PSU Award Agreement).

The target and maximum number of shares that each Named Executive Officer will
be entitled to receive pursuant to the PSU Award Agreement in each of the three
Performance Periods are as follows:

                                               Target Number of Shares That

May Be Maximum Number of Shares That May Be Employee

                                       Earned for Each Performance Period          Earned for Each Performance Period
M. Terry Turner                                             15,686                                     23,528
Robert A. McCabe, Jr.                                       14,901                                     22,354
Richard D. Callicutt, II                                    5,409                                       8,113
Hugh M. Queener                                             4,598                                       6,896
Harold R. Carpenter                                         4,787                                       7,183



All Performance Units will be settled in shares of Common Stock as soon as
practicable following the filing of the Company's Annual Report on Form 10-K for
the fiscal year ending December 31, 2024, but in no event later than March 15,
2025 so long as the ratio of Pinnacle Bank's nonperforming assets to its loans
plus other real estate owned (the "NPA Ratio") as of December 31, 2024 is less
than the targeted ratio described in the PSU Award Agreement. In the event that
a Named Executive Officer's employment terminates by reason of retirement, the
Named Executive Officer shall be entitled to receive the number of Performance
Units that would have been earned by the Named Executive Officer for the
Performance Period in which the retirement occurred based on a pro rata
calculation of the number of days worked during the Performance Period, plus any
other Performance Units earned by the Named Executive Officer for a completed
Performance Period, with such Performance Units settling into shares of Common
Stock following the calculation, and subject to the achievement, of the NPA
Ratio as of December 31, 2024. In the event that a Named Executive Officer's
employment is terminated other than for death, disability or retirement, the
Named Executive Officer shall forfeit all Performance Units for which the
Performance Period and service period has not been completed but shall retain
such Performance Units for which the Performance Period and service period have
been completed, which units shall be settled into shares of Common Stock
following the calculation, and subject to the achievement, of the NPA Ratio as
of December 31, 2024.

Any shares of Common Stock for which the performance targets or employment
service period identified above are not met will be immediately forfeited and
the award recipient will have no further rights with respect to such shares of
Common Stock (including any dividends attributable thereto); provided, however,
that if the Committee determines that an event has occurred which is outside the
ordinary course and has impacted the NPA Ratio as of December 31, 2024, the
Committee will have the right, in its sole and absolute discretion, to increase
or

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decrease the vesting target to reflect such event for purposes of determining
whether the forfeiture restrictions with respect to such shares of Common Stock
shall lapse.

No Named Executive Officer shall have voting rights with respect to the
Performance Units prior to such units' settlement, if any, into shares of Common
Stock. The Performance Units may not be assigned, transferred, pledged,
hypothecated or otherwise encumbered or disposed of prior to the date the
forfeiture restrictions with respect to such units have lapsed (including the
achievement of the NPA Ratio), if at all.

Any dividends paid by the Company on shares of Common Stock while the
Performance Units remain outstanding shall accrue for the benefit of the Named
Executive Officers but shall not be paid to the Named Executive Officers until
such time as the shares of Common Stock issuable in settlement of the
Performance Units, if any, shall be issued (and then only to the extent that the
dividends are attributable to such shares).

In the event that a Change in Control (as defined in the PSU Award Agreement)
occurs prior to the end of any Performance Period, the Committee shall
determine, based on the Company's performance for any Performance Periods prior
to such Change in Control, the number of Performance Units that would be
expected to be earned by a Named Executive Officer for the remainder of the
Performance Periods and the Named Executive Officer will be vested in the
greater of such number of Performance Units and the number of Performance Units
that the Named Executive Officer would earn based on "target" level of
performance. Such Performance Units shall be settled in a like number of shares
of Common Stock that shall not be subject to any further forfeiture
restrictions.

The foregoing summary of the PSU Award Agreement is qualified in its entirety by
reference to the form of PSU Award Agreement, a copy of which is filed herewith
as Exhibit 10.1 and is incorporated herein by reference.

2020 Cash Incentive Plan. Effective January 21, 2020, the Committee approved the
Pinnacle Financial Partners, Inc. 2020 Annual Cash Incentive Plan (the "Plan").
Pursuant to the Plan, all employees of the Company compensated via a
predetermined salary or hourly wage, including the Named Executive Officers, are
eligible to receive targeted cash incentive payments ranging from 10 percent to
100 percent of the participant's base salary in the event that Pinnacle Bank's
ratio of classified assets to the sum of Pinnacle Bank's tier 1 risk-based
capital and its allowance for loan losses (the "Classified Asset Ratio") is not
more than a predetermined ratio and (i) the Company meets (A) targeted levels of
fully diluted earnings per share ("diluted EPS") and (B) certain deposit volume
and rate goals approved quarterly by the Committee, excluding, in each case,
such items as the Committee may determine and as described in the Plan, and (ii)
in certain cases, the employee meets certain individual performance objectives.
Payments under the Plan will be based 80% on the diluted EPS goal and 20% on the
deposit goals. Each participant will be assigned an "award tier" based on their
position within the Company, his or her experience level or other factors. For
performance that exceeds targeted levels participants may receive up to 125% of
the percentage of their base salary. Participant awards may be increased or
decreased as a result of the participant's performance evaluation for 2020 such
that the participant's target award may be adjusted up or down based on their
final performance rating. Participant awards may also be increased or decreased
at the Committee's discretion.

Set out below are the percentages of each of the Named Executive Officers' base
salaries that may be earned at "target" and "maximum" level payout (without
giving effect to the application of the positive or negative adjustment that the
Committee may approve):
                                                Percentage of Base Salary at             Percentage of Base Salary at
Employee                                            Target Level Payout                      Maximum Level Payout
M. Terry Turner                                             100%                                     125%
Robert A. McCabe, Jr.                                       100%                                     125%
Richard D. Callicutt, II                                    75%                                     93.75%
Hugh M. Queener                                             75%                                     93.75%
Harold R. Carpenter                                         75%                                     93.75%






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The foregoing summary is qualified in its entirety by reference to the Plan, a
copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Named Executive Officers 2020 Performance Unit Award Agreement

10.2 Pinnacle Financial Partners, Inc. 2020 Annual Cash Incentive Plan

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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