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Stock Options, Stock Appreciation Rights, Restricted Shares and Salary Stock Units (Tables) | 12 Months Ended
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Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Summary of Stock Option and Stock Appreciation Rights Activity |
| Number |  | Weighted- Average Exercise Price |  | Weighted- Average Contractual Remaining Term (in years) |  | Aggregate Intrinsic Value (1) (000's)
Outstanding at December 31, 2015 | 1,251,601 |  |  | $ | 21.23 |  |  |  |  |
Granted | — |  |  | — |  |  |  |  |
Stock options exercised | (698,673 | ) |  | 21.63 |  |  |  |  |
Stock appreciation rights exercised (2) | (2,435 | ) |  | 15.60 |  |  |  |  |
Forfeited | (3 | ) |  | 29.50 |  |  |  |  |
Outstanding at December 31, 2016 | 550,490 |  |  | $ | 20.75 |  |  |  |  |
Granted | — |  |  | — |  |  |  |  |
Stock options exercised (3) | (275,904 | ) |  | 20.09 |  |  |  |  |
Forfeited | — |  |  | — |  |  |  |  |
Outstanding at December 31, 2017 | 274,586 |  |  | $ | 21.40 |  |  |  |  |
Granted | — |  |  | — |  |  |  |  |
Stock options exercised | (97,877 | ) |  | 18.91 |  |  |  |  |
Forfeited | — |  |  | — |  |  |  |  |
Outstanding at December 31, 2018 | 176,709 |  |  | $ | 22.77 |  |  | 2.23 |  | $ | 4,123 |
Options exercisable at December 31, 2018 | 176,709 |  |  | $ | 22.77 |  |  | 2.23 |  | $ | 4,123 |
(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 $46.10 per common share at December 31, 2018 for the 176,709 options that were in-the-money at December 31, 2018.
(2) | The 2,435 stock appreciation rights exercised during 2016 settled in 1,137 shares of Pinnacle Financial Common Stock.
(3) | Includes 750 stock options which were exercised in a stock swap transaction which settled in 277 shares of Pinnacle Financial common stock.
Summary of Activity for Unvested Restricted Share Awards | A summary of activity for unvested restricted share awards for the years ended December 31, 2018, 2017, and 2016 follows:
| Number |  | Grant Date Weighted-Average Cost
Unvested at December 31, 2015 | 866,314 |  |  | $ | 31.39 |
Shares awarded | 177,664 |  |  | 48.61 |
Conversion of previously awarded restricted share units to restricted share awards | 43,694 |  |  | 46.37 |
Restrictions lapsed and shares released to associates/directors | (245,873 | ) |  | 28.39 |
Shares forfeited | (21,260 | ) |  | 39.88 |
Unvested at December 31, 2016 | 820,539 |  |  | $ | 36.47 |
Shares awarded | 261,942 |  |  | 67.14 |
Conversion of previously awarded restricted share units to restricted share awards | 43,680 |  |  | 69.40 |
Shares assumed in connection with acquisition of BNC | 136,890 |  |  | 67.25 |
Restrictions lapsed and shares released to associates/directors | (292,896 | ) |  | 37.59 |
Shares forfeited | (34,020 | ) |  | 54.71 |
Unvested at December 31, 2017 | 936,135 |  |  | $ | 50.08 |
Shares awarded | 180,450 |  |  | 62.40 |
Conversion of previously awarded restricted share units to restricted share awards | 6,200 |  |  | 67.85 |
Restrictions lapsed and shares released to associates/directors | (400,820 | ) |  | 46.33 |
Shares forfeited | (29,159 | ) |  | 59.51 |
Unvested at December 31, 2018 | 692,806 |  |  | $ | 55.19 |
Pinnacle Financial grants restricted share awards to associates (including members of executive management) and outside directors with a combination of time and, in the case of the annual leadership team award, performance 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, 2018. 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 participants |  | Shares Withheld for taxes by participants |  | Shares Forfeited by participants (7) |  | Shares Unvested
Time Based Awards
2016 |  | Associates (2) |  | 5 |  | 143,273 |  |  | 37,574 |  |  | 14,249 |  |  | 17,942 |  |  | 73,508 |
2017 |  | Associates (2) |  | 3 - 5 |  | 248,265 |  |  | 42,615 |  |  | 12,687 |  |  | 27,647 |  |  | 165,316 |
2017 |  | Associates (2) (3) |  | 3 - 5 |  | 136,890 |  |  | 85,061 |  |  | 2,415 |  |  | 1,292 |  |  | 48,122 |
2018 |  | Associates (2) |  | 3 - 5 |  | 147,601 |  |  | 224 |  |  | 89 |  |  | 4,927 |  |  | 142,361 |
2018 |  | Associates (2) (3) |  | 3 - 5 |  | 16,777 |  |  | — |  |  | — |  |  | 500 |  |  | 16,277 |
Performance Based Awards
2016 |  | Leadership team (4) |  | 3 |  | 43,694 |  |  | 14,991 |  |  | 7,324 |  |  | — |  |  | 21,379 |
2016 |  | Leadership team (5) |  | 3 |  | 15,468 |  |  | 3,904 |  |  | 1,250 |  |  | — |  |  | 10,314 |
2017 |  | Leadership team (4) |  | 3 |  | 43,680 |  |  | 14,649 |  |  | 7,664 |  |  | — |  |  | 21,367 |
2018 |  | Leadership team (4) |  | 3 |  | 6,200 |  |  | 4,340 |  |  | 1,860 |  |  | — |  |  | — |
Outside Director Awards (6)
2016 |  | Outside directors |  | 1 |  | 18,923 |  |  | 15,471 |  |  | 2,266 |  |  | 1,186 |  |  | — |
2017 |  | Outside directors |  | 1 |  | 13,677 |  |  | 12,139 |  |  | 1,538 |  |  | — |  |  | — |
2018 |  | Outside directors |  | 1 |  | 16,072 |  |  | 1,148 |  |  | — |  |  | — |  |  | 14,924 |
(1) | Groups include employees (referred to as associates above), the leadership team which includes our named executive officers and other key senior leadership members, 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 vested portion of the award. 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 performance-based vesting awards and time-based vesting awards to Pinnacle Financial's executive officers, 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 Carolina's and Virginia pursuant to legacy BNC incentive plans assumed by Pinnacle Financial.
(4) | Reflects conversion of restricted share units issued in prior years to restricted share awards. The forfeiture restrictions on these restricted share awards lapse should Pinnacle Financial achieve certain soundness targets at the end of the fifth year following the grant date. See further details of these awards under the caption "Restricted Share Units" below.
(5) | These shares were awarded to individuals joining the leadership team upon acquisition of Avenue. The forfeiture restrictions on these restricted share awards lapse in separate equal installments should Pinnacle Financial achieve certain earnings targets over each year of the vesting period and should the recipient thereafter remain employed by Pinnacle Financial for a subsequent vesting period.
(6) | Restricted share awards are issued to the outside members of the board of directors in accordance with their board compensation plan. Restrictions lapse on February 28, 2019 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.
(7) | 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, 2018 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 shares to be settled into RSAs(2)
Grant year | Named Executive Officers (NEOs) (1) | Leadership Team other than NEOs
2018 |  | 96,878-145,339 | 25,990 |  | 2018 | 2 | 3 | 2023
|  |  |  | 2019 | 2 | 2 | 2023
|  |  |  | 2020 | 2 | 1 | 2023
2017 |  | 72,537-109,339 | 24,916 |  | 2017 | 2 | 3 | 2022
|  |  |  | 2018 | 2 | 2 | 2022
|  |  |  | 2019 | 2 | 1 | 2022
2016 |  | 73,474-110,223 | 26,683 |  | 2016 | 2 | 3 | 2021
|  |  |  |  | 2017 | 2 | 2 | 2021
|  |  |  |  | 2018 | 2 | 1 | 2021
2015 |  | 58,200-101,850 | 28,378 |  | 2015 | 2 | 3 | 2020
|  |  |  |  | 2016 | 2 | 2 | 2020
|  |  |  |  | 2017 | 2 | 1 | 2020
(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 the maximum level of performance.
(2) | Performance-based vesting restricted stock unit awards granted in the years ended December 31, 2015 through December 31, 2018, 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 the assets 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 restricted share units for the three-year period ended December 31, 2018, follows (in thousands):
| 2018 |  | 2017 |  | 2016
Restricted stock expense | $ | 17,636 |  |  | $ | 19,538 |  |  | $ | 10,971 |
Income tax benefit | 4,610 |  |  | 7,665 |  |  | 4,306 |
Restricted stock expense, net of income tax benefit | $ | 13,026 |  |  | $ | 11,873 |  |  | $ | 6,665 |

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