DEF 14A of Trustmark Corp, Mar 13, 2024

DEF 14A of Trustmark Corp

Filed Mar 13, 2024 · FY20230001193125-24-066405

Open on EDGAR

  1. Key Features of Trustmark’s Corporate Governance

    | • | Directors are subject to Trustmark stock ownership requirements, as described under the heading “Director Compensation.” |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board has fixed the number of directors for the coming year at 11. The nominees listed herein have been proposed by the Board for election at the Annual Meeting. Shares represented by valid proxies will, unless authority to vote is withheld, be voted in favor of the proposed slate of 11 nominees. Directors must receive a majority of the votes cast in order to be elected (that is, the number of shares voted “for” a director must exceed the number of shares voted “against” that director). If a nominee who is an incumbent director is not elected to the Board, and no successor is elected, such nominee must tender his or her resignation to the Board. The Nominating & Governance Committee will then make a recommendation to the Board on whether to accept or reject the resignation or whether to take other action. The director who tenders his or her resignation may not participate in the recommendation of the Nominating & Governance Committee or the decision of the Board with respect to his or her resignation. Each director is elected to hold office until the next annual meeting of shareholders or until a successor is elected and qualified. The Board recommends that shareholders vote “FOR” the proposed nominees.

  3. The Nominees

    The Nominees

  4. The Nominees

    | | Adolphus B. Baker, 67 Director of Trustmark since 2007 (Independent Director) Trustmark Corporation Committees: • Human Resources (Chair) • Nominating & Governance | Career Highlights: • Chairman, Cal-Maine Foods, Inc. (Producer and Distributor of Shell Eggs) Other Public Company Boards: • Cal-Maine Foods, Inc. |

  5. The Nominees

    Experience and qualifications: Mr. Baker is chairman and former chief executive officer of a publicly-traded company that is the largest producer and distributor of shell eggs in the United States. His position has provided him with significant business leadership skills and experience in evaluating strategic alternatives that focus on maximizing shareholder value. Mr. Baker’s years of service as a director of the Bank, and particularly as the former chair of the Bank Board’s Asset/Liability Committee (the responsibilities of which are now performed by the Finance Committee), provide him with an intrinsic understanding of Trustmark’s strategy for managing liquidity, which is a skill essential to the Board’s risk oversight function. He is a member of the National Association of Corporate Directors.

  6. The Nominees

    | | William A. Brown, 66 Director of Trustmark since 2017 (Independent Director) Trustmark Corporation Committees: • Audit • Enterprise Risk | Career Highlights: • Chairman, Brown Group Holdings, Inc. (Soft Drink Manufacturing) • President, Brown Bottling Group, Inc. (Beverage Distributor) |

  7. The Nominees

    Experience and qualifications: Mr. Brown serves as chairman of a soft drink manufacturing business and president of a regional beverage distributor based in Mississippi. He serves on the Boards of the Pepsi Cola Bottlers Association and Wis-Pak/WP Beverages as well as trade associations, including the Mississippi Beverage Association. His extensive experience in this industry has provided him with significant marketing and business leadership skills as well as in-depth understanding of the business climate and customer base in significant Trustmark markets. Mr. Brown also served as Chair of the Bank Board’s Credit Policy Committee (the responsibilities of which are now performed by the Enterprise Risk Committee), providing him with an understanding of Trustmark’s credit culture and philosophy, which is a skill essential to the Board’s risk oversight function. He is a member of the National Association of Corporate Directors.

  8. The Nominees

    | | Augustus L. Collins, 66 Director of Trustmark since 2020 (Independent Director) Trustmark Corporation Committees: • Audit • Enterprise Risk • Human Resources | Career Highlights: • CEO, MINACT Inc. (Job Training, Development and Management) Other Public Company Boards: • Huntington Ingalls Industries • Mississippi Power Company |

  9. The Nominees

    Experience and qualifications: General Collins has served as the CEO of MINACT Inc., a job training, development and management company, since 2016. He retired with the rank of Major General in the Mississippi National Guard, having served as Adjutant General of both the Mississippi Army National Guard and the Mississippi Air National Guard from 2012 to 2016. His 35 years of combined military service in the U.S. Army and the Mississippi National Guard included the command of the 155th Brigade Combat Team in Iraq, where he was responsible for security operations in the southern and western provinces. He was previously appointed by the Governor to the Mississippi Workers’ Compensation Commission where he served as the commission’s representative of labor. General Collins’ years of service and leadership provide him with valuable experience in strategic and financial planning as well as human resources. He is a member of the National Association of Corporate Directors.

  10. The Nominees

    | | Tracy T. Conerly, 59 Director of Trustmark since 2015 (Independent Director) Trustmark Corporation Committees: • Audit (Chair) • Finance • Nominating & Governance | Career Highlights: • Retired Partner, Carr, Riggs & Ingram, LLC (Accounting) |

  11. The Nominees

    Experience and qualifications: Mrs. Conerly is a certified public accountant and a former certified valuation analyst. Her experience as a former partner at a large certified public accounting firm has provided her with significant financial and accounting expertise, particularly in the areas of auditing, business valuation and tax, and qualifies her for service as one of the Board’s audit committee financial experts. Mrs. Conerly’s years of service as a director of a publicly-traded financial institution provide her with valuable experience in financial institution governance and an understanding of markets that are a strategic focus for Trustmark. Mrs. Conerly also served on the Bank Board’s Asset/Liability Committee (the responsibilities of which are now performed by the Finance Committee), providing her with an understanding of Trustmark’s balance sheet strategy, which is a skill essential to the Board’s risk oversight function. She is a member of the National Association of Corporate Directors.

  12. The Nominees

    | | Duane A. Dewey, 65 Director of Trustmark since 2020 Trustmark Corporation Committees: • Executive | Career Highlights: • President and Chief Executive Officer, Trustmark Corporation • President and Chief Executive Officer, Trustmark National Bank |

  13. The Nominees

    Experience and qualifications: Mr. Dewey became president and chief executive officer of Trustmark and the Bank on January 1, 2021. He was formerly president and chief operating officer of the Bank from January 1, 2020, to December 31, 2020. He served as chief operating officer of the Bank from January 1, 2019, to December 31, 2019, and as President of Corporate Banking from 2008 to 2018. Mr. Dewey, with 20 years of experience at Trustmark and 38 years in the financial services industry, has worked in diverse geographic markets and in numerous lines of banking businesses. His executive management responsibilities in retail and institutional banking, mortgage, wealth management and insurance services enable him to provide valuable operational, strategic and financial perspectives to the Board. Mr. Dewey is a member of the National Association of Corporate Directors.

  14. The Nominees

    | | Marcelo Eduardo, 61 Director of Trustmark since 2020 (Independent Director) Trustmark Corporation Committees: • Audit • Executive • Finance (Chair) • Nominating & Governance | Career Highlights: • Dean, School of Business, Mississippi College |

  15. The Nominees

    Experience and qualifications: Mr. Eduardo has served as the Dean of the School of Business at a private college in Mississippi since 2003. He holds Ph.D. (Finance) and MBA degrees and serves as the Anderson Distinguished Professor of Finance at Mississippi College. Mr. Eduardo, an accomplished academic, has authored numerous articles on a variety of topics, including investment management, compliance, capital management and the pricing of retail banking services, which have been published in national and international journals. His expertise in banking and corporate finance, combined with his proven marketing and leadership skills, provide valuable marketing, strategic and financial perspectives to the Board, and qualifies him for service as one of the Board’s audit committee financial experts. Mr. Eduardo also served as Chair of the Bank Board’s Asset/Liability Committee (the responsibilities of which are now performed by the Finance Committee). He is a member of the National Association of Corporate Directors.

  16. The Nominees

    | | J. Clay Hays, Jr., M.D., 58 Director of Trustmark since 2017 (Independent Director) Trustmark Corporation Committees: • Enterprise Risk (Chair) • Executive • Nominating & Governance | Career Highlights: • Cardiologist, Partner, President, Jackson Heart Clinic, PA |

  17. The Nominees

    Experience and qualifications: Dr. Hays is president of Jackson Heart Clinic, PA, one of the largest cardiology groups in Mississippi. He is a former chairman of the Mississippi Healthcare Solutions Institute and former director and past president of the Mississippi State Medical Association. He serves as director and secretary of the Medical Assurance Company of Mississippi, a statewide medical malpractice insurer. He is also a Mississippi Delegate to the American Medical Association House of Delegates and Chair of the Southeast Delegation of the AMA House of Delegates. With extensive experience in the medical industry, Dr. Hays is uniquely positioned to advise Trustmark on the healthcare industry. Dr. Hays also served on the Bank Board’s Asset/Liability Committee (the responsibilities of which are now performed by the Finance Committee). He is a member of the National Association of Corporate Directors.

  18. The Nominees

    | | Gerard R. Host, 69 Director of Trustmark since 2010 Chair of Trustmark Board since April 2022 Executive Chairman of Trustmark Board from January 2021 to April 2022 Trustmark Corporation Committees: • Executive | Career Highlights: • Former Executive Chairman, Trustmark Corporation and Trustmark National Bank • Former President and CEO, Trustmark Corporation and Trustmark National Bank |

  19. The Nominees

    Experience and qualifications: Mr. Host has served as Chair of Trustmark and the Bank since April 2022. He served as Executive Chairman of Trustmark and the Bank from January 1, 2021 to April 26, 2022. Mr. Host served as president and chief executive officer of Trustmark and chief executive officer of the Bank from January 1, 2011, to December 31, 2020, and served as president of the Bank from 2011 to December 31, 2019. He also served as a director of the Federal Reserve Bank of Atlanta from 2012 until the end of his second term on December 31, 2018. Throughout his 38-year tenure with Trustmark, Mr. Host has served in a variety of executive management capacities, including chief financial officer, chief investment officer and president of various divisions. Mr. Host’s in-depth knowledge of Trustmark’s operations and of the financial services industry enables him to provide both historical and strategic perspectives in Board discussions regarding corporate strategy and governance matters. He is a member of the National Association of Corporate Directors.

  20. The Nominees

    | | Harris V. Morrissette, 64 Director of Trustmark since 2016 (Independent Director) Trustmark Corporation Committees: • Enterprise Risk • Finance • Human Resources | Career Highlights: • President, China Doll Rice & Beans, Inc. (Regional Packaged and Food Services Company) • Former President and CEO, Marshall Biscuit Company, Inc. Other Directorships: • Williamsburg Investment Trust |

  21. The Nominees

    Experience and qualifications: Mr. Morrissette serves as the president of a regional packaged food and food services company based in Alabama. His prior years of service as a director of a publicly-traded financial institution provide him with valuable experience in financial institution governance and an understanding of markets that are a strategic focus for Trustmark. In addition, Mr. Morrissette’s background and business acumen provide him with the skills necessary to contribute invaluable insight and broad perspectives to Board discussions. He also served on the Bank Board’s Credit Policy Committee (the responsibilities of which are now performed by the Enterprise Risk Committee). Mr. Morrissette is a member of the National Association of Corporate Directors.

  22. The Nominees

    | | Richard H. Puckett, 69 Director of Trustmark since 1995 Lead Director of Trustmark since 2020 (Independent Director) Trustmark Corporation Committees: • Executive (Chair/Lead Director) • Human Resources • Nominating & Governance (Chair/Lead Director) | Career Highlights: • Chairman and CEO, Puckett Machinery Company (Distributor of Heavy Earth Moving Equipment and Engine Power Systems) |

  23. The Nominees

    Experience and qualifications: Mr. Puckett is the chairman and chief executive officer of a heavy equipment distribution and rental company with facilities located in Mississippi and eastern Louisiana that provide heavy equipment, engine power solutions and related supplies to a variety of industries. Mr. Puckett brings marketing and business leadership skills to the Board, as well as an in-depth understanding of the business climate and customer base in Trustmark’s major legacy markets. His experience and Board tenure provided valuable perspective to his service on the Bank Board’s Credit Policy Committee (the responsibilities of which are now performed by the Enterprise Risk Committee). Mr. Puckett is a member of the National Association of Corporate Directors.

  24. The Nominees

    | | William G. Yates III, 51 Director of Trustmark since 2009 Trustmark Corporation Committees: • Finance | Career Highlights: • President and CEO, W.G. Yates & Sons Construction Company • President and CEO, The Yates Companies, Inc. |

  25. The Nominees

    Experience and qualifications: Mr. Yates is the president and chief executive officer of a commercial construction company with operating divisions located throughout the Southeast, many of which are within markets served by Trustmark. Mr. Yates’ knowledge of these markets, as well as his leadership experience in the various aspects of the construction industry, including employee relations matters, contract negotiations, and risk management, provide the Board with an important resource for assessing and managing risks and planning for corporate strategy. He formerly served as a member of the Bank Board’s Asset/Liability Committee and Credit Policy Committee (the responsibilities of which are now performed by the Finance Committee and the Enterprise Risk Committee, respectively). In January 2021, Mr. Yates was appointed a director of the Federal Reserve Bank of Atlanta, New Orleans Branch. In addition, he serves as a director and is former chairman of the Mississippi Economic Council. Mr. Yates is a member of the National Association of Corporate Directors.

  26. Compensation Discussion and Analysis

    | ✓ | Independent compensation consultant regularly advises the Committee |

  27. Compensation Discussion and Analysis

    | ✓ | Minimum vesting periods of not less than three years for equity awards, with three-year cliff vesting of time-based awards |

  28. Compensation Discussion and Analysis

    | ✓ | Use of peer company and market data to help set executive compensation |

  29. Compensation Discussion and Analysis

    | | No guaranteed bonuses or guaranteed long-term incentive awards |

  30. Compensation Discussion and Analysis

    | | No “single-trigger” change in control severance payments |

  31. Compensation Discussion and Analysis

    | Key Elements | Objectives | | Base salary | • Attract and retain highly qualified executives • Reward prior performance, industry and job specific knowledge, experience and leadership ability | | Annual cash bonuses | • Reward achievement of annual corporate goals and, where applicable, line-of-business goals | | Performance-based restricted stock | • Reward achievement of long-term objectives • Create a direct link between management’s performance and shareholder value | | Time-based restricted stock | • Align shareholder and management interests • Retain key executives • Supports achievement of stock ownership goals |

  32. Compensation Discussion and Analysis

    The Committee uses both annual cash bonuses and equity awards to link executive pay with Trustmark’s performance. Payouts under the annual management incentive plan are based on Trustmark’s achievement of key corporate, strategic and line of business performance goals. A minimum achievement of the threshold is required to earn the minimum annual cash bonus, and Trustmark performance that exceeds the target results in higher bonus awards. In 2023, Trustmark’s performance resulted in average payouts for the NEOs under the annual management incentive plan of 127.95% of target, out of a maximum potential payout of 200%. In recent years, cash bonuses under the annual management incentive plan have averaged approximately 35% of the CEO’s and 32.25% of the other NEOs’ total annual compensation. Total equity awards granted in 2023 represent approximately 33% of the CEO’s, and 26% of the other NEOs’, total annual compensation. Performance-based equity awards granted in 2023, which represented approximately 17% (for the CEO) and 13% (for the other NEOs) of each NEO’s total annual compensation, will be earned based on Trustmark’s achievement of return on average tangible equity (ROATE), compared to an absolute target level, and total shareholder return (TSR), which includes dividends, compared to Trustmark’s peer group, in each case over a three-year performance period. The performance-based equity awards granted in 2021 were earned based on Trustmark’s achievement of ROATE compared to an absolute target level and TSR, which includes dividends, compared to Trustmark’s peer group, in each case over a three-year performance period. Trustmark’s performance over the three years ended December 31, 2023, resulted in combined vesting achieved for the performance-based restricted stock awards granted in 2021 of 120.5%. ROATE is a non-GAAP financial measure, but does not have a comparable GAAP financial measure. Return on average tangible equity is calculated using net income adjusted for intangible amortization divided by total average tangible common equity (total shareholders’ equity less goodwill and other identifiable intangible assets); it excludes the impact of (i) restructurings, discontinued operations, extraordinary items and other significant non-routine transactions, (ii) material litigation and insurance settlements, (iii) changes to comply with ASU 2016-02 and ASU 2016-13, and (iv) cumulative effects of income tax and accounting changes in accordance with US GAAP. Time-based equity awards, which in 2023 represented approximately 17% of total annual compensation (for the CEO) and 13% (for the other NEOs), further encourage a focus on long-term growth and financial success by aligning the interests of management and Trustmark’s shareholders. As a result of the structure of Trustmark’s annual management incentive plan and its performance-based equity awards, the Committee believes that compensation awarded to its NEOs is effectively aligned with Trustmark’s performance. Average payouts of annual cash bonuses under the management incentive plan of 144.9% of the target amount for each of the NEOs for the past three years relates directly to Trustmark’s achievement with respect to corporate and line of business budget targets for those years. Vesting of the performance-based equity awards of 120.5%, 94.75% and 42.2% for the three years ended December 31, 2023, 2022 and 2021, respectively, reflects how the amount of this incentive compensation earned depends on Trustmark’s performance, including compared to its peer companies. 2023 Say on Pay Vote. In 2023, the advisory shareholder vote on Trustmark’s executive compensation received approval of over 96.1% of the votes cast on the proposal. In light of such strong support, during the remainder of 2023 and in 2024, the Committee has continued to apply the same compensation philosophy that was described in the 2023 proxy statement in determining amounts and types of executive compensation. Board and Committee Process. In considering appropriate levels of compensation for executives, the Committee takes into account Trustmark’s performance and individual performance and experience, as well as peer and broader financial services industry comparisons (referred to as market data) and company affordability analysis. When deemed appropriate, the Committee will request that its independent compensation consultant, Pearl Meyer & Partners, LLC (Pearl Meyer), provide it with survey data of executive compensation for financial services companies that are comparable to Trustmark, generally based on line of business and asset size. The Committee does not request such market data from Pearl Meyer every year, and in years when such data is not requested, Trustmark will apply customary aging methods to estimate appropriate updates to salary data. The Chair of the Committee works with the CEO and the Human Resources department to establish the agenda for Committee meetings. The CEO and Human Resources department also interface with the Committee in connection with the Committee’s executive compensation decision-making, providing comparative market data as well as making recommendations. The Committee periodically meets with the CEO and members of the Human Resources department to assess progress toward meeting objectives set by the Board for both annual and long-term compensation. The Committee also meets in executive session without management present when appropriate. The Committee reviews all of the components of compensation in making determinations on the mix, amount and form of executive compensation. In making compensation decisions, the Committee seeks to promote teamwork among, and high morale within, executive management, including the NEOs. While the Committee does not use any quantitative formula or multiple for comparing or establishing compensation for executive management, it is mindful of internal pay equity considerations and assesses the relationship of the compensation of each executive to other members of executive management. Role of the Compensation Consultant. The Committee relies on Pearl Meyer to provide information, analyses and advice to aid in the determination of competitive executive and non-employee director pay consistent with Trustmark’s compensation philosophy, and periodically engages Pearl Meyer to test Trustmark’s pay-for-performance alignment. The Committee has assessed the independence of Pearl Meyer pursuant to SEC and Nasdaq rules and has concluded that the advice it receives from Pearl Meyer is objective and not influenced by other relationships that could be viewed as conflicts of interest. With respect to Trustmark’s compensation program for executives and non-employee directors for 2023, Pearl Meyer’s services for the Committee included:

  33. Compensation Discussion and Analysis

    | • | providing market data regarding executive compensation in the banking and financial services industry, |

  34. Compensation Discussion and Analysis

    | • | providing competitive market analysis for the Executive Strategy Committee, with consideration of salary, annual cash bonuses, and equity compensation, |

  35. Compensation Discussion and Analysis

    | • | reviewing the annual management incentive plan by providing observations on typical market practices, particularly performance metrics, performance targets, incentive scale and weightings, |

  36. Compensation Discussion and Analysis

    | • | providing market practices and trends regarding stock and incentive plans, |

  37. Compensation Discussion and Analysis

    | • | providing recommendations regarding the composition of Trustmark’s peer group, |

  38. Compensation Discussion and Analysis

    Benchmarking. When determining the amount and form of compensation for executives, the Committee considers comparative executive compensation information provided by Pearl Meyer that is derived from two primary data sources: peer group data and market data from the banking and financial services industry. The Committee uses peer group data primarily to establish performance goals for long-term incentive awards to assist in the evaluation of its pay-for-performance alignment. The Committee also uses the peer group data and, as applicable, market survey data, to assist with assessing Trustmark’s compensation competitiveness. Recognizing that comparative pay assessments have inherent limitations, due to the lack of precise comparability of executive positions between companies, as well as the companies themselves, the comparative data are used only as a guide and the Committee does not fix any NEO’s compensation (or individual compensation elements) to a particular compensation level within this comparative data. In exercising its judgment to set pay levels, the Committee looks beyond the comparative data and also considers individual job responsibilities, individual performance, experience, compensation history (both at Trustmark and at prior employers in the case of newly hired associates), company performance and company goals. Peer Group Data. The peer group data is gathered by Pearl Meyer from the proxy statements of a peer group of financial institutions in the United States. The peer group consists of a minimum of 15 financial institutions and is updated annually by the Committee, based on a process that includes recommendations from internal sources, including the Human Resources department, and external sources such as Pearl Meyer, to reflect the companies against which Trustmark competes for executive talent or for shareholder investment. The specific characteristics of the financial institutions comprising the peer group vary from year to year, but the companies are chosen based on a combination of various factors that include asset size and business mix. Additionally, the peer group is limited to financial institutions with at least $10 billion in total consolidated assets, as the Dodd-Frank Act and its implementing regulations impose various additional regulatory and operational requirements on bank holding companies with $10 billion or more in total consolidated assets. Trustmark’s peer group, as reviewed by the Committee in February 2023, consisted of 20 peer companies, all of which had assets within a range of approximately 68% to 221% of Trustmark’s asset size, which the Committee considers an appropriate range for comparison purposes. The specific asset sizes for the peer companies listed in the report presented to the Committee ranged from approximately $11.6 billion to $38.1 billion, and the market capitalizations ranged from approximately $1.4 billion to $6.4 billion. Although Trustmark’s market capitalization and asset size were both below the median for this peer group, the Committee felt it appropriate to limit the peer group to institutions with at least $10 billion in total consolidated assets, as these institutions are subject to the same regulatory mandates as Trustmark. There was no acquisition activity among peer group companies that required any changes to the composition of the peer group, and this supported the Committee’s decision that the peer group should remain the same as the prior year. For 2023, Trustmark’s peer group consisted of the following companies:

  39. Compensation Discussion and Analysis

    Market Data. In making its 2023 compensation recommendations, the Committee reviewed material prepared by Pearl Meyer that included previously presented market data comparisons from August 2021, which were used for the 2022 decisions, as well as new material from January 2023 with updated market values, including an analysis of the 25th and (median) 50th percentile of base salary, annual incentive targets, and long-term incentives, used together as a point of reference for the positions of President and CEO and the other NEOs. Compensation Mix. While the Committee considers the overall mix of executives’ pay between base salary, annual cash bonus and long-term incentive compensation, the Committee does not target a specific allocation among the various compensation components. Generally, more than one-half of the CEO’s compensation is contingent on performance, and approximately one-half of the compensation provided to the other NEOs is contingent on performance. In allocating compensation among salary, bonus and equity-based compensation, the Committee believes that the compensation of the senior-most levels of management with the greatest ability to influence Trustmark’s performance should be significantly performance-based, while lower levels of management should receive a greater portion of their compensation in base salary. The Committee also makes allocations between short-term and long-term compensation for NEOs. Consistent with its executive compensation philosophy and goals, in 2023, the Committee provided that for the senior-most levels of management 100% of annual cash incentive payments and 50% of long-term equity-based awards would be determined based on achievement of performance targets. The approximate percentages of salary, bonus and equity-based (using grant date fair value) compensation compared to the total of such compensation (referred to as total annual compensation) for 2023 for the CEO and the other NEOs (averaged) were as follows: The compensation elements for the CEO for 2023 were allocated as follows: 33% for base salary, 34% for cash bonus, and 33% for equity awards. On average, the compensation elements for the other NEOs for 2023 were allocated as follows: 43% for base salary, 31% for cash bonus, and 26% for equity awards. Equity awards consist of both performance-based awards and time-vesting awards. Variable pay includes cash incentives, performance-based equity awards and time-vesting equity awards, the value of which varies with changes in Trustmark’s stock price. The equity awards percentage in the above calculations were valued as of the grant date based on the fair market value of the underlying stock. Other benefits, including Trustmark’s allocations and contributions to benefit plans and perquisites, are not considered in the above calculations. For more information on these benefits, please see “All Other Compensation for 2023” table on page 32. Base Salaries. Trustmark’s goal is to provide its executive management with fixed cash compensation in the form of base salary that will attract and retain highly qualified executives. Trustmark also uses base salary to reward top performance, industry and job specific knowledge, experience and leadership ability. The base salaries for Trustmark’s NEOs are typically established in the first quarter of the year after Trustmark’s financial information and performance results from the previous year are available, although mid-year adjustments are made occasionally to reflect changes in responsibility or other developments. The CEO’s base salary is established initially in an employment agreement but may be adjusted thereafter in the Committee’s discretion. In establishing the CEO’s base salary, the Committee typically considers Pearl Meyer’s recommendations based on an analysis of peer group data and market data and also considers internal data provided by human resources personnel and the CEO’s individual performance and contributions relative to Trustmark’s corporate goals. In establishing base salaries of Trustmark’s other NEOs, the Committee typically considers the recommendations of the CEO, which are based on individual responsibility level, individual and company performance, total compensation histories for each such NEO, the market data provided by Pearl Meyer for similar positions and a general understanding of executive compensation in the financial services industry. The CEO evaluates such other NEOs’ performance using the same metrics normally used for determining annual management incentive plan awards. The Committee considers each of these factors but does not assign a specific value to any of them. The Committee’s process also involves a subjective component in evaluating each NEO’s overall span of responsibility and control, knowledge and leadership ability. Effective March 1, 2023, the Board approved increases in base salary of 6.25% for Mr. Dewey and 5.0% for Mr. Owens, and the Bank Board approved a 3.5% increase in base salaries for Messrs. Harvey, Stevens and Tate. For 2024, a transition to a common merit review date will move the annual salary increases for NEOs from March 1 to July 1. The base salaries in effect during 2022 and 2023 are shown below:

  40. Compensation Discussion and Analysis

    | • | uses EPS as the sole corporate goal to enhance the alignment of performance measures with Trustmark’s key strategic priorities, |

  41. Compensation Discussion and Analysis

    | • | includes a range of potential payouts from 50% to 200% of target payout level to make the incentive payouts variable relative to performance. |

  42. Compensation Discussion and Analysis

    The following table shows the threshold, target and potential maximum bonus payout levels established for each NEO under the management incentive plan, expressed as a percentage of base salary, for 2023:

  43. Compensation Discussion and Analysis

    | Name | Below Threshold Bonus Payout Level (as percentage of salary) (1) | Threshold Bonus Payout Level (as percentage of salary) | Target Bonus Payout Level (as percentage of salary) | Potential Maximum Bonus Payout Level (as percentage of salary) | | Duane A. Dewey | --- | 40% | 80% | 160% | | Thomas C. Owens | --- | 25% | 50% | 100% | | Robert B. Harvey | --- | 30% | 60% | 120% | | Wayne A. Stevens | --- | 25% | 50% | 100% | | Granville Tate, Jr. | --- | 30% | 60% | 120% |

  44. Compensation Discussion and Analysis

    | (1) If performance is below the threshold level for each of an NEO’s goals under the management incentive plan, no bonus is earned under the plan absent exercise of discretion by the Committee. |

  45. Compensation Discussion and Analysis

    Depending on achievement against the stated goals, the payout percentage, if any, for 2023 could range from a level of 50% of the target bonus payout (for threshold performance achievement) to a level of 100% (for target performance achievement) to a level of 200% (for maximum performance achievement). If performance is below the threshold level for each of an NEO’s goals under the management incentive plan, no bonus is earned under the plan absent exercise of discretion by the Committee. For 2023, overall incentive targets for NEOs were allocated among a corporate performance goal and corporate strategic operational drivers. The following table shows the weightings of these goals for each NEO for 2023:

  46. Compensation Discussion and Analysis

    For 2023, the threshold and maximum performance levels continue to reflect the uncertainty of achieving the goals and provide variability in pay for changes in performance while also requiring high performance to reach the maximum payout level. For the 2023 bonus matrix, the Committee recommended, and the Board approved, the following threshold and maximum performance levels for the NEOs:

  47. Compensation Discussion and Analysis

    | Performance Goals | 2023 Targets | 2023 Results as Approved by the Committee | Percentage of Target Level Achieved | | ($ in millions, other than per share data) | | | | | Corporate Goal: | | | | | EPS | $2.45 | $2.81 | 114.69% | | Corporate Strategic/Operational Drivers: | | | | | Efficiency ratio | 67.33% | 67.03% | 100.45% | | Non-performing assets/total loans + ORE | 0.69% | 0.81% | 85.19% | | Non-Interest Expense (Core) | $503,985 | $527,919 | 95.47% |

  48. Compensation Discussion and Analysis

    | Name | Total 2023 Annual Cash Bonus Paid ($) | Total Annual Cash Bonus Paid as Percentage of Base Salary (1) (%) | 2023 Payment as Percentage of Target (2) (%) | | Duane A. Dewey | $870,060 | 102.36% | 127.95% | | Thomas C. Owens | $268,758 | 63.99% | 127.95% | | Robert B. Harvey | $324,184 | 76.77% | 127.95% | | Wayne A. Stevens | $266,435 | 63.99% | 127.95% | | Granville Tate, Jr. | $324,184 | 76.77% | 127.95% |

  49. Compensation Discussion and Analysis

    These 2023 annual cash bonus amounts are presented as Non-Equity Incentive Plan Compensation for 2023 in the “Summary Compensation Table for 2023” on page 31. In light of 2024 strategic goals, the Committee approved slight revisions to the measures, weighting, and certain minimum and maximum performance ranges under the Management Incentive Plan for 2024. These include increasing the EPS weighting to continue to emphasize that measure’s positive alignment between the company and shareholders, as well as a shift from a corporate-only expense measure to an expense measure that combines corporate expense and expense in the area of responsibility of each NEO, and a tightening of minimum and maximum performance ranges of non-interest expenses, requiring a greater performance achievement before any payout. Equity-Based Compensation. Equity-based awards generally constitute the largest non-cash component of each NEO’s total compensation package. Pearl Meyer provides the Committee with peer company data and published surveys to assist the Committee in setting the amount of annual equity-based awards. For 2023, Mr. Dewey received an annual equity-based award tailored to his position as CEO. All other members of the Executive Strategy Committee received the same annual equity-based award. In establishing award levels, the Committee generally does not consider the equity ownership levels of the recipients or prior awards that are fully vested. Equity-based awards and the related performance goals for NEOs are recommended by the Committee and approved by the Board generally during the first quarter of each year. For 2023, Mr. Dewey’s award level was increased by $50,000 to align the award level more closely with comparable positions at peer group companies. Awards are typically made as early as practicable in the year to maximize the time-period for achieving performance goals associated with the awards. Equity-based awards are granted under the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan (Amended and Restated Stock Plan). For long-term equity incentive (LTI) awards made in 2023, performance-based equity awards and time-based equity awards each represented 50% for all NEOs. The Committee believes that performance-based restricted stock provides an effective means of delivering incentive compensation, a reward for achievement of long-term objectives and an effective means of executive retention, with normal vesting not occurring for three years. The Committee also believes that time-based equity awards, which have a three-year cliff vesting feature, promote an important goal of executive retention and help encourage greater levels of stock ownership by executives, while also having an incentive effect as a result of their value being linked to Trustmark’s stock price. The Committee will review the mix of LTI awards from time to time and make adjustments in the mix as needed to reflect its objectives for such awards. Performance Awards. Beginning in 2020, performance-based equity awards consist of an award of restricted stock units (known as performance units) that also includes the potential to earn an equal number of additional restricted stock units (known as achievement units). For performance awards granted in 2023, the performance period began January 1, 2023, and continues through December 31, 2025. Consistent with past years, the performance units and achievement units vest based on the achievement of company performance goals related to ROATE and TSR over a three-year period. The performance units vest to the extent the aggregate vesting percentage ranges from 0% to 100%, and the achievement units vest to the extent the aggregate vesting percentage exceeds 100% (up to a maximum of 200%). The performance units and achievement units are settled in unrestricted shares following the end of the performance period. The executive generally must remain employed by Trustmark through the end of the performance period for the performance units and achievement units to vest fully (to the extent earned). Dividend equivalents are accumulated on the performance units, but not the achievement unit portion of the award. No interest is paid on accumulated dividend equivalents. As noted above, the performance goals of ROATE and TSR are measured over a three-year performance period. The performance target of ROATE is established based on a forecasted three-year average of ROATE. The performance target of TSR is Trustmark’s TSR ranking as it relates to a defined peer group. The aggregate of the ROATE results and TSR results create a combined attainment. The threshold, target and maximum levels are shown below for each performance goal as results are calculated and achievement is attained:

  50. Compensation Discussion and Analysis

    Time-based Awards. The time-based units granted in 2023 vest 100% at February 15, 2026, if the executive remains employed through such date (subject to certain exceptions). Dividend equivalents on any time-based restricted stock units are accumulated and will vest and be paid only when and to the extent the shares to which they relate vest, subject to a six-month delay when required by Section 409A. Time-based units also provide for additional vesting upon retirement at or after age 65 with the consent of the Human Resources Committee. Retirement of the executive prior to the first anniversary of the grant date results in vesting of one-third of granted units, and retirement after the first anniversary of the grant date results in full vesting of granted units, in each case subject to a six-month delay when required by Section 409A. The following table reflects the grant date fair values of the performance units and achievement units and time-based units granted to the NEOs in 2023:

  51. Compensation Discussion and Analysis

    | Name | Value of Performance Units ($) | Value of Achievement Units (1) ($) | Value of Time-Based RSUs ($) | Total ($) | | Duane A. Dewey | $419,837 | --- | $420,343 | $840,180 | | Thomas C. Owens | $123,476 | --- | $123,634 | $247,110 | | Robert B. Harvey | $123,476 | --- | $123,634 | $247,110 | | Wayne A. Stevens | $123,476 | --- | $123,634 | $247,110 | | Granville Tate, Jr. | $123,476 | --- | $123,634 | $247,110 |

  52. Compensation Discussion and Analysis

    | (1) Reflects the anticipated earning of the performance unit based on achievement of performance measures at a level of 100%; achievement units will only be earned if, and only to the extent, the award’s aggregate ROATE and TSR vesting percentage exceeds 100%. The anticipated earning of the achievement unit portion of the performance unit award is projected to be zero, as the award’s ROATE and TSR vesting percentage is projected to be less than or equal to 100%. |

  53. Compensation Discussion and Analysis

    The following table reflects the values realized by the NEOs on vesting of performance-based restricted stock awards and time-based restricted stock and RSU awards that vested during 2023 from grants made in prior years. See the “Option Exercises and Stock Vested for 2023” table on page 35 for more information.

  54. Compensation Discussion and Analysis

    | Name | Value of Performance-Based Shares Vested (1) ($) | Value of Time-Based Shares and RSUs Vested (2) ($) | Total ($) | | Duane A. Dewey | $151,459 | $160,550 | $312,009 | | Thomas C. Owens | $51,943 | $55,049 | $106,992 | | Robert B. Harvey | $86,582 | $91,738 | $178,320 | | Wayne A. Stevens | $86,582 | $91,738 | $178,320 | | Granville Tate, Jr. | $86,582 | $91,738 | $178,320 |

  55. Compensation Discussion and Analysis

    | (1) Reflects 94.75% vesting of performance-based shares granted in 2020, based on Trustmark’s 3-year ROATE and TSR performance against its peer companies. |

  56. Compensation Discussion and Analysis

    The plan permits early retirement at or after age 55 with five years of plan participation. Benefits at early retirement are actuarially reduced. The plan also provides a deferred vested benefit payable at normal retirement age to a participant terminating for reasons other than retirement with at least one year of plan participation or retiring early with a pre-existing election to be paid commencing at his or her normal retirement date. Normally, the deferred benefit is accrued and vests at the rate of 1/10th of the anticipated normal retirement benefit for each year of plan participation for a maximum of ten years. However, certain incremental increases vest over the time period ending in the year the participant reaches age 64. If a participant does not complete at least one year of plan participation, plan benefits are forfeited (except where the cessation of employment is due to death, retirement, total disability or just cause as defined in the plan). Should a participant die prior to retirement and prior to when the participant’s retirement benefit commences to be paid, the participant’s beneficiary will receive a death benefit equal to a percentage (100% for the first year and 75% for the remaining years) of a specified covered salary amount (which amount is twice the anticipated normal retirement benefit) for ten years or until the participant would have reached normal retirement age, whichever is later. Life insurance contracts have been purchased to fund payments under the plan. In 2023, Mr. Dewey became eligible for payments under the Executive Deferral Plan. However, the plan provides that payments shall be delayed if such payments would not be deductible under Section 162(m) of the Internal Revenue Code. As a result, payments to Mr. Dewey for 2023 were delayed. See the “Pension Benefits for 2023” table on page 35 for more information regarding this plan. Non-Qualified Deferred Compensation Plan. Trustmark also provides a Non-Qualified Deferred Compensation Plan (the NQDC Plan) that provides additional cash compensation deferral opportunities for executives who are impacted by the compensation and contribution limits that restrict participation in Trustmark’s 401(k) plan. The Committee believes the plan is competitive with those offered by Trustmark’s peer financial institutions and is an important tool in attracting and retaining executive management. The plan allows executives, including NEOs, to defer on a pre-tax basis up to 90% of annual base salary and/or cash bonus. The NQDC Plan permits discretionary contributions by Trustmark, and in March 2024 Trustmark contributed an aggregate amount of $136,541 to the CEO’s and other NEOs’ accounts. The contributions in respect of 2023 were dependent on reaching Trustmark’s performance threshold of 95% of the established EPS target for 2023. Each executive’s deferred income is credited to an account, which is deemed invested in and mirrors the performance of one or more designated investment funds available under the plan and selected at the option of the executive. Distributions can be received under this plan upon retirement, death, long-term disability, termination of employment or during employment at specified dates. In 2021, 2022 and 2023, Mr. Dewey had a scheduled distribution from the NQDC Plan. However, the plan provides that any distribution shall be delayed if such distribution would not be deductible under Section 162(m) of the Internal Revenue Code. As a result, the scheduled distributions to Mr. Dewey for 2021, 2022 and 2023 were delayed. See the “Non-Qualified Deferred Compensation for 2023” table on page 36 for more information regarding this plan and see the “Summary Compensation Table for 2023” on page 31 and the “All Other Compensation for 2023” table on page 32 for more information regarding Trustmark’s contribution to Trustmark’s 401(k) Plan. Perquisites; Other Benefits. Perquisites provided to executive officers are reviewed annually within the context of Trustmark’s executive compensation program, market practices and the nature of each executive’s responsibilities. Generally, Trustmark limits the types of perquisites offered to executive officers as shown in the “All Other Compensation for 2023” table on page 32. The Committee believes the currently-offered perquisites are minimal in overall cost and competitively necessary to attract and retain talented executives. Consistent with most other financial institutions in its peer group, Trustmark encourages executive management to belong to a golf or social club so that there is an appropriate entertainment forum for customers and appropriate interaction with the executives’ communities. Trustmark pays the initiation fee and annual dues for a club membership for some of the NEOs. In addition, Trustmark provides Messrs. Dewey and Stevens with use of a company-owned automobile. In addition, the Board authorizes an annual allowance of up to 15 hours of personal use of Trustmark’s airplane for the CEO, which provides an efficient way to maximize the CEO’s available time for company business. Severance and Change in Control Benefits. Upon any termination of employment, NEOs would be entitled to receive their vested benefits under the 401(k) plan, NQDC Plan and supplemental retirement plan (Executive Deferral Plan), although these benefits generally would not be increased or accelerated (except for the acceleration of additional years of service provided under the Executive Deferral Plan under certain circumstances). Trustmark believes that additional severance benefits are appropriate for executive management because it may be difficult for senior executives to find comparable employment within a short period of time. As discussed above, Trustmark’s restricted stock and restricted stock unit awards provide for accelerated vesting upon a change in control and upon certain termination events, and an incremental benefit is provided under the Executive Deferral Plan upon certain termination events following a change in control. In light of the CEO’s and other NEOs’ role and importance to the success of Trustmark, the Committee believes that it is appropriate to provide for severance and change in control benefits in written agreements. The Committee further believes that providing change in control benefits to the CEO and other NEOs should eliminate any reluctance to pursue potential change in control transactions that may be in the best interests of shareholders. Trustmark also believes that the severance and change in control benefits it provides are customary among its peers. With the exception of the accelerated vesting of restricted stock unit awards, Trustmark’s change in control benefits provided to the CEO and other NEOs are generally “double trigger,” which means that the benefits are payable only if the executive’s employment is terminated other than for cause, death or disability or if the executive resigns for good reason, in each case within a specified period following a change in control. Trustmark believes that these benefits are consistent with the general practice among its peers. In addition, Trustmark believes the use of a double trigger in most cases reasonably balances the needs of the executive and Trustmark by protecting the legitimate interests of executives in employment security without unduly burdening Trustmark or shareholder value. Beginning in 2024, all new restricted stock unit awards granted will also be “double trigger”. Trustmark does not provide any tax gross-ups related to severance or other compensation or benefits that executives may receive in connection with a change in control. Change in control benefits are provided on a “best net” approach, under which an executive’s change in control benefits are reduced to avoid the golden parachute excise tax only if such a reduction would cause the executive to receive more after-tax compensation than without a reduction.

  57. Compensation Discussion and Analysis

    For additional information on Trustmark’s employment and change in control agreements with its NEOs, please see “Employment and Change in Control Agreements with NEOs” beginning on page 42. Deductibility of Compensation. In making compensation decisions, the Committee considers Section 162(m) of the Internal Revenue Code, which limits the tax deductibility of certain compensation in excess of $1 million paid to Trustmark’s NEOs. Although tax deductibility continues to be a consideration when determining executive compensation levels, the Committee believes that factors other than tax deductibility should take precedence in certain situations. Given the competitive market for outstanding executives, for example, the Committee believes that it is important to retain the flexibility to determine compensation elements consistent with Trustmark’s compensation philosophy, even if some executive compensation is not fully deductible under Section 162(m). Accordingly, the Committee does approve elements of compensation for certain executives that are not fully deductible by Trustmark and reserves the right to do so in the future when appropriate. In 2023, a portion of Mr. Dewey’s compensation was not deductible by Trustmark under Section 162(m). Policy Against Hedging and Limitations on Pledging. To ensure that Trustmark directors, officers and employees bear the full risks of stock ownership, Trustmark’s Insider Trading Policy prohibits Trustmark directors, officers and employees from engaging in any form of hedging transactions relating to Trustmark stock. With limited exceptions, directors and executive officers are also prohibited from pledging or creating a security interest in any Trustmark stock they hold, and no director or executive officer currently holds any Trustmark stock that is pledged or otherwise subject to a security interest. Stock Ownership Guidelines. To help mitigate risks associated with Trustmark’s compensation programs and encourage management to focus on long-term growth and financial success, Trustmark has guidelines that require the CEO and other members of executive management of the Bank to own, at minimum, the number of shares of Trustmark stock equal in value to a multiple of their base salary. The guidelines as of January 1, 2023 are as follows:

  58. Compensation Discussion and Analysis

    The guidelines calculate the number of shares to be owned by reference to an executive’s base salary as of March 1 of each year and the 10-day trading average share price through March 31 each year. Shares of unvested time-based restricted stock are counted as shares owned for purposes of the guidelines. Pledged shares are not considered to be owned for purposes of the stock ownership guidelines. The Human Resources Committee reviews stock ownership levels of executive management annually. Until an executive has reached the applicable ownership level, the executive is required to hold 100% of the shares received from any Trustmark stock awards. Based on the most recent review of ownership level attainment in 2023, Messrs. Harvey, Stevens and Tate owned the minimum number of shares required to satisfy the guidelines. Messrs. Dewey and Owens are expected to satisfy the stock ownership guidelines, over time. Executive Compensation Recoupment. Since 2011, the Committee has included clawback provisions in performance awards and the management incentive plan with respect to annual cash bonuses that may be earned under the plan. Under these provisions, any performance awards or restricted stock unit award that vests or cash bonus paid is subject to recovery by Trustmark as required by applicable federal law and/or such basis as the Board determines. On October 24, 2023, the Board adopted a comprehensive executive clawback policy (the Clawback Policy) consistent with the requirements of Rule 10D-1 under the Exchange Act and Nasdaq listing standards. The Clawback Policy provides that, in the event Trustmark is required to prepare an accounting restatement of its financial statements due to Trustmark’s material noncompliance with any financial reporting requirement, executive officers covered by the Clawback Policy must reimburse Trustmark, or forfeit, any excess incentive compensation received by such covered executive officer during the three completed fiscal years immediately preceding the date on which Trustmark is required to prepare the restatement. Incentive compensation subject to the Clawback Policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive compensation received based on the erroneous data over the incentive compensation that would have been received had it been based on the restated results. Analysis of Risk Associated with Trustmark’s Compensation Policies and Practices. In late 2023 and early 2024, the Committee, together with Trustmark’s risk, compliance and human resources officers, conducted an in-depth risk assessment of Trustmark’s compensation policies and practices. Management prepared detailed materials regarding the operation of Trustmark’s various compensation arrangements with its associates and submitted the materials to Trustmark’s risk and compliance officers, who with human resources officers reviewed the materials with the members of management most closely involved with the respective compensation arrangements. Trustmark’s risk and compliance officers identified the key enterprise risks to which Trustmark is subject, including credit, liquidity, market/interest rate, compliance, operational, technology, strategic, reputational and other risks, and focused their review on the compensation arrangements most likely to implicate those risks. Trustmark’s Chief Risk Officer and Director of Human Resources presented the officers’ conclusions and supporting materials to the Committee, which reviewed and discussed the analysis at its meeting on February 13, 2024. The Committee has concluded that Trustmark’s compensation policies and practices have sufficient mitigating features and controls to maintain an appropriate balance between prudent business risk and resulting compensation and encourage appropriate risk behavior consistent with Trustmark’s risk appetite, business strategy and profit goals. Some of the mitigating features and controls used are the overall compensation mix, weighting of performance metrics, timing of awards in relation to performance measurement period, use of full value equity-based awards with multi-year vesting periods, and establishment of targets with payouts at multiple levels of performance, chargeback provisions on returned or unearned commissions, clawback provisions, capped upside opportunities, and oversight by executive management and the Board. In addition, Trustmark’s incentive compensation arrangements are subject to a system of internal controls to ensure that incentive compensation is properly tracked, approved and paid. Trustmark’s internal controls include comparisons throughout the year of performance results against performance requirements, approval by appropriate levels of management, the Committee, the Board and/or the Bank Board of incentive compensation payouts, with separate review and approval by division controllers of lines of business that have significant incentive compensation payouts, and coordination among human resources, accounting, and payroll personnel to ensure that incentive compensation payouts that have been approved are appropriately reconciled to those approvals before and after payment is made. As a result, the Committee concluded that Trustmark’s compensation policies and practices are not reasonably likely to have a material adverse effect on Trustmark, do not encourage imprudent risk-taking behavior and are consistent with maintaining the organization’s safety and soundness.

  59. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following table summarizes the compensation components for each person who served as CEO and CFO during 2023, as well as the next three most highly compensated executive officers during 2023, and indicates their positions as of December 31, 2023. Although considered “officers” of Trustmark Corporation under the Exchange Act, the NEOs’ compensation, except for equity awards under Trustmark’s stock and incentive compensation plans, is paid by the Bank. The amounts reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column were not paid to the NEOs in any year shown. These amounts represent the annual change in the present value of potential future benefits the NEOs might receive upon retirement, assuming the benefits have vested.

  60. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings (5) ($) | All Other Compensation (6) ($) | Total ($) | | Duane A. Dewey (7) | 2023 | $841,667 | --- | $840,180 | --- | $870,060 | $115,653 | $172,486 | $2,840,046 | | President and Chief Executive Officer, | 2022 | $783,333 | --- | $799,741 | --- | $1,024,000 | --- | $132,205 | $2,739,279 | | Trustmark Corporation and Trustmark National Bank | 2021 | $700,000 | --- | $909,128 | --- | $769,720 | --- | $93,578 | $2,472,426 | | Thomas C. Owens (8) | 2023 | $416,667 | --- | $247,110 | --- | $268,758 | --- | $66,634 | $999,169 | | Treasurer and Principal Financial Officer, | 2022 | $393,333 | --- | $249,936 | --- | $320,000 | --- | $37,748 | $1,001,017 | | Trustmark Corporation Chief Financial Officer, Trustmark National Bank | 2021 | $350,000 | --- | $305,139 | --- | $263,880 | --- | $34,933 | $953,952 | | Robert B. Harvey | 2023 | $419,900 | --- | $247,110 | --- | $324,184 | $111,601 | $59,141 | $1,161,936 | | Executive Vice President, Chief Credit and Operations Officer, | 2022 | $406,667 | --- | $249,936 | --- | $391,680 | --- | $27,777 | $1,076,060 | | Trustmark National Bank | 2021 | $386,879 | $25,000 | $203,194 | --- | $272,253 | --- | $26,170 | $913,496 | | Wayne A. Stevens | 2023 | $414,022 | --- | $247,110 | --- | $266,435 | $79,742 | $75,490 | $1,082,799 | | President – Retail Banking, Trustmark National Bank | 2022 | $400,975 | --- | $249,936 | --- | $321,831 | --- | $48,287 | $1,021,029 | | Granville Tate, Jr. (9) | 2023 | $419,900 | --- | $247,110 | --- | $324,184 | --- | $75,207 | $1,066,401 | | Secretary, Trustmark Corporation | 2022 | $406,667 | --- | $249,936 | --- | $391,680 | --- | $44,348 | $1,092,631 | | Executive Vice President, Chief Administrative Officer, and Secretary, Trustmark National Bank | 2021 | $400,000 | --- | $402,911 | --- | $351,880 | --- | $42,110 | $1,196,901 |

  61. Summary Compensation Table for 2023

    | (1) The 2021 amount shown for Mr. Harvey is a $25,000 discretionary bonus for his continued management of the Payroll Protection Program. |

  62. Summary Compensation Table for 2023

    | (2) The amounts in this column reflect restricted stock and restricted stock unit awards granted to the NEOs during 2023, 2022, and 2021 and are disclosed as the aggregate grant date fair value of the awards, computed in accordance with ASC Topic 718, based, in the case of performance awards, on the then-anticipated outcome and excluding the impact of estimated forfeitures. These awards include performance awards that will vest only if the related performance measures are achieved. For the performance awards granted in 2023, 2022, and 2021, the amounts reported in this column reflect the grant date fair value based on the achievement of less than the maximum performance level. The grant date fair values, based on achievement of the maximum performance level, would be as follows for the awards granted: |

  63. Summary Compensation Table for 2023

    | | 2023 | 2022 | 2021 | | Dewey | $554,830 | $605,980 | $458,873 | | Owens | $163,178 | $189,406 | $152,958 | | Harvey | $163,178 | $189,406 | $152,958 | | Stevens | $163,178 | $189,406 | --- | | Tate | $163,178 | $189,406 | $152,958 |

  64. Summary Compensation Table for 2023

    Assumptions used in the calculation of these amounts are included in Note 15 to Trustmark’s audited financial statements for the year ended December 31, 2023, in Trustmark’s Annual Report on Form 10-K filed with the SEC on February 15, 2024.

  65. Summary Compensation Table for 2023

    | (3) No stock option awards were made during 2023, 2022, or 2021. Trustmark does not have any stock options outstanding currently. |

  66. Summary Compensation Table for 2023

    | (4) This column shows the value of annual cash bonuses earned under Trustmark’s management incentive plan. |

  67. Summary Compensation Table for 2023

    | (5) The amounts shown in the table above reflect the changes in actuarial present value of the NEO’s accumulated benefits under the Executive Deferral Plan, determined using interest rate and mortality rate assumptions consistent with those used in Trustmark’s audited financial statements and exclude amounts which the NEO may not have been entitled to receive because such amounts were not yet vested. In 2023 increases in pension value of the Executive Deferral Plan benefits were largely the result of a decrease in the 2023 discount rate. In 2022 and 2021, decreases in pension value of the Executive Deferral Plan benefits were largely the result of an increase in the 2022 and 2021 |

  68. Summary Compensation Table for 2023

    | discount rates. Messrs. Owens and Tate are not participants in the Executive Deferral Plan. There is no above-market interest or earnings to report with respect to deferred compensation. Negative changes for 2022 and 2021 in pension values were as follows: |

  69. Summary Compensation Table for 2023

    | | 2022 | 2021 | | Dewey | $(316,075) | $(48,182) | | Owens | --- | --- | | Harvey | $(286,126) | $(8,627) | | Stevens | $(341,247) | --- | | Tate | --- | --- |

  70. Summary Compensation Table for 2023

    | (6) See the following table for details of all other compensation for 2023. |

  71. Summary Compensation Table for 2023

    | (7) Mr. Dewey became President and CEO of Trustmark and CEO of the Bank effective January 1, 2021. He served as President and Chief Operating Officer of Trustmark National Bank from January 1, 2020 to December 31, 2020. |

  72. Summary Compensation Table for 2023

    | (8) Mr. Owens became Treasurer and Principal Financial Officer of Trustmark and CFO of the Bank effective March 1, 2021. |

  73. Summary Compensation Table for 2023

    | (9) Mr. Tate served as Chief Administrative Officer, General Counsel, Chief Risk Officer and Secretary of the Bank until November 22, 2021, when he became Chief Administrative Officer, General Counsel and Secretary of the Bank. Effective December 1, 2021, Mr. Tate became the Chief Administrative Officer and Secretary of the Bank and continued as Secretary of Trustmark. |

  74. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table presents information regarding incentive-based cash bonuses and equity awards granted to the NEOs during or for the year ended December 31, 2023, under Trustmark’s annual management incentive plan (cash), and Amended and Restated Stock Plan (restricted stock/restricted stock units) and, in the case of incentive-based awards, reflects the amounts that could be earned or received under such awards:

  75. Grants of Plan-Based Awards for 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities | Exercise or Base Price of | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (3) (#) | Underlying Options (#) | Option Awards ($/Sh) | Awards (4) ($) | | Duane A. Dewey | | $340,000 | $680,000 | $1,360,000 | --- | --- | --- | --- | --- | --- | --- | | | 2/15/2023 | --- | --- | --- | 2,467 | 14,097 | 28,194 | --- | --- | --- | $419,837 | | | 2/15/2023 | --- | --- | --- | --- | --- | --- | 14,096 | --- | --- | $420,343 | | Thomas C. Owens | | $105,000 | $210,000 | $420,000 | --- | --- | --- | --- | --- | --- | --- | | | 2/15/2023 | --- | --- | --- | 726 | 4,146 | 8,292 | --- | --- | --- | $123,476 | | | 2/15/2023 | --- | --- | --- | --- | --- | --- | 4,146 | --- | --- | $123,634 | | Robert B. Harvey | | $126,684 | $253,368 | $506,736 | --- | --- | --- | --- | --- | --- | --- | | | 2/15/2023 | --- | --- | --- | 726 | 4,146 | 8,292 | --- | --- | --- | $123,476 | | | 2/15/2023 | --- | --- | --- | --- | --- | --- | 4,146 | --- | --- | $123,634 | | Wayne A. Stevens | | $104,093 | $208,185 | $416,370 | --- | --- | --- | --- | --- | --- | --- | | | 2/15/2023 | --- | --- | --- | 726 | 4,146 | 8,292 | --- | --- | --- | $123,476 | | | 2/15/2023 | --- | --- | --- | --- | --- | --- | 4,146 | --- | --- | $123,634 | | Granville Tate, Jr. | | $126,684 | $253,368 | $506,736 | --- | --- | --- | --- | --- | --- | --- | | | 2/15/2023 | --- | --- | --- | 726 | 4,146 | 8,292 | --- | --- | --- | $123,476 | | | 2/15/2023 | --- | --- | --- | --- | --- | --- | 4,146 | --- | --- | $123,634 |

  76. Grants of Plan-Based Awards for 2023

    | (1) The amounts shown in these columns reflect possible payouts under the annual management incentive plan for 2023. The minimum possible payment level (threshold) was 50% of the target amount shown, and the maximum possible payment was 200% of the target. All of these amounts are percentages of the executive’s base salary as of March 1, 2023. The amount of the award actually earned by the NEOs was recommended by the Committee on February 13, 2024, and approved by the Board on February 14, 2024. Amounts actually earned for 2023 are reported as Non-Equity Incentive Plan Compensation in the “Summary Compensation Table for 2023” on page 31. |

  77. Grants of Plan-Based Awards for 2023

    | (2) Reflects the performance-based restricted stock and restricted stock unit awards granted on February 15, 2023. For a description of the vesting conditions and other features of the performance-based restricted stock and restricted stock unit awards, please see “Equity-Based Compensation” beginning on page 26. |

  78. Grants of Plan-Based Awards for 2023

    | (3) Reflects the number of shares of time-based restricted stock granted on February 15, 2023. For a description of the vesting conditions and other features of the time-based restricted stock, please see “Equity-Based Compensation” beginning on page 26. |

  79. Grants of Plan-Based Awards for 2023

    | (4) The amounts in this column reflect the grant date fair value of the performance-based restricted stock and restricted stock unit awards computed in accordance with ASC Topic 718, in each case based on the then-anticipated outcome and the grant date fair value of the time-based restricted stock computed in accordance with ASC Topic 718. |

  80. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information regarding unvested equity awards held by NEOs at December 31, 2023. All awards in the table below were granted under the Amended and Restated Stock Plan. None of the NEOs held any unexercised options at December 31, 2023.

  81. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (1) (#) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (1) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) | | Duane A. Dewey | 1/4/2021 (3) | 11,079 | 308,883 | --- | --- | | | 2/17/2021 (3) | 10,145 | 282,843 | --- | --- | | | 2/17/2021 (4) | --- | --- | 12,226 | 340,861 | | | 2/16/2022 (3) | 12,244 | 341,363 | --- | --- | | | 2/16/2022 (5) | --- | --- | 12,244 | 341,363 | | | 2/15/2023 (3) | 14,096 | 392,996 | --- | --- | | | 2/15/2023 (6) | --- | --- | 14,097 | 393,024 | | | | 47,564 | $1,326,085 | 38,567 | $1,075,248 | | Thomas C. Owens | 2/17/2021 (3) | 3,382 | 94,290 | --- | --- | | | 2/17/2021 (4) | --- | --- | 4,075 | 113,611 | | | 3/1/2021 (3) | 3,256 | 90,777 | --- | --- | | | 2/16/2022 (3) | 3,826 | 106,669 | --- | --- | | | 2/16/2022 (5) | --- | --- | 3,827 | 106,697 | | | 2/15/2023 (3) | 4,146 | 115,590 | --- | --- | | | 2/15/2023 (6) | --- | --- | 4,146 | 115,590 | | | | 14,610 | $407,326 | 12,048 | $335,898 | | Robert B. Harvey | 2/17/2021 (3) | 3,382 | 94,290 | --- | --- | | | 2/17/2021 (4) | --- | --- | 4,075 | 113,611 | | | 2/16/2022 (3) | 3,826 | 106,669 | --- | --- | | | 2/16/2022 (5) | --- | --- | 3,827 | 106,697 | | | 2/15/2023 (3) | 4,146 | 115,590 | --- | --- | | | 2/15/2023 (6) | --- | --- | 4,146 | 115,590 | | | | 11,354 | $316,549 | 12,048 | $335,898 | | Wayne A. Stevens | 2/17/2021 (3) | 3,382 | 94,290 | --- | --- | | | 2/17/2021 (4) | --- | --- | 4,075 | 113,611 | | | 2/16/2022 (3) | 3,826 | 106,669 | --- | --- | | | 2/16/2022 (5) | --- | --- | 3,827 | 106,697 | | | 2/15/2023 (3) | 4,146 | 115,590 | --- | --- | | | 2/15/2023 (6) | --- | --- | 4,146 | 115,590 | | | | 11,354 | $316,549 | 12,048 | $335,898 | | Granville Tate, Jr. | 1/4/2021 (3) | 7,386 | 205,922 | --- | --- | | | 2/17/2021 (3) | 3,382 | 94,290 | --- | --- | | | 2/17/2021 (4) | --- | --- | 4,075 | 113,611 | | | 2/16/2022 (3) | 3,826 | 106,669 | --- | --- | | | 2/16/2022 (5) | --- | --- | 3,827 | 106,697 | | | 2/15/2023 (3) | 4,146 | 115,590 | --- | --- | | | 2/15/2023 (6) | --- | --- | 4,146 | 115,590 | | | | 18,740 | $522,471 | 12,048 | $335,898 |

  82. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Dividends on the restricted shares are accumulated, vest and are paid only when and to the extent the underlying restricted shares vest, subject to a six-month delay when required by Section 409A. No interest is paid on accumulated dividends. No dividend equivalents are accumulated on the achievement units over 100% vesting of performance restricted stock. Accelerated vesting of these shares and units may occur based on the executive’s death, disability, retirement at or after age 65 with consent of the Committee and where cause for termination is not present, termination by Trustmark without cause, termination by the executive for good reason if provided in the executive’s employment agreement or a change in control. |

  83. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) The market value of shares or units that have not vested is the number of reported shares or units, as applicable, multiplied by the closing market price of Trustmark’s common stock on December 29, 2023 which was $27.88 per share. |

  84. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Reflects time-based restricted stock granted, which vests 100% on the third anniversary of the grant date, if the executive remains employed through such date. See footnote (1) above for information regarding dividend accumulation and the events that may trigger partial time-weighted accelerated vesting with respect to these shares. |

  85. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) For awards granted on February 17, 2021, reflects the number of performance units and additional achievement units that vested under the award on February 13, 2024. The vesting percentages of the performance units and potential achievement units are based on performance goals of a three-year average of Trustmark’s ROATCE compared to a target level and TSR which is compared to a defined peer group. Because of the achievement of a performance-based vesting level with respect to the ROATCE and TSR targets of more than 100% in the aggregate (120.5% out of a maximum of 200%), additional achievement units were issued. Also see footnote (1) above for information regarding dividend accumulation on the restricted shares. |

  86. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) For awards granted on February 16, 2022, reflects the target (100%) number of performance units granted. The awards vest over a January 1, 2022, through December 31, 2024, performance period. For a description of the vesting conditions and other features of the performance units and potential achievement units, please see “Equity-Based Compensation” beginning on page 26. Also see footnote (1) above for information regarding dividend accumulation on the restricted shares and the events that may trigger partial time-weighted performance vesting. |

  87. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) For awards granted on February 15, 2023, reflects the target (100%) number of performance units granted. The awards vest over a January 1, 2023, through December 31, 2025, performance period. For a description of the vesting conditions and other features of the performance units and potential achievement units, please see “Equity-Based Compensation” beginning on page 26. Also see footnote (1) above for information regarding dividend accumulation on the restricted shares and the events that may trigger partial time-weighted performance vesting. |

  88. Option Exercises and Stock Vested for 2023

    Option Exercises and Stock Vested for 2023 The following table presents information regarding restricted stock that vested during 2023 for each of the NEOs. None of the NEOs held or exercised options during 2023.

  89. Option Exercises and Stock Vested for 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Duane A. Dewey | 10,542 | $312,009 | | Thomas C. Owens | 3,615 | $106,992 | | Robert B. Harvey | 6,025 | $178,320 | | Wayne A. Stevens | 6,025 | $178,320 | | Granville Tate, Jr. | 6,025 | $178,320 |

  90. Option Exercises and Stock Vested for 2023

    | (1) Represents the total number of restricted shares that vested during 2023, without taking into account any shares that were surrendered or withheld for applicable tax obligations. |

  91. Option Exercises and Stock Vested for 2023

    | (2) Value realized is the gross number of shares multiplied by the market price of Trustmark’s common stock on the date of vesting. |

  92. Pension Benefits for 2023

    Pension Benefits for 2023 The Executive Deferral Plan is discussed in more detail under “Executive Deferral Plan” on page 28. The following table shows the present value at December 31, 2023, of accumulated benefits payable to each NEO, including the number of years of service credited, under the Executive Deferral Plan, determined using interest rate and mortality rate assumptions included in Note 14 to Trustmark’s audited financial statements for the year ended December 31, 2023, in Trustmark’s Annual Report on Form 10-K filed with the SEC on February 15, 2024.

  93. Pension Benefits for 2023

    | Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefit (2)(3) ($) | Payments During Last Fiscal Year (4) ($) | | Duane A. Dewey | Executive Deferral Plan | 20 | $1,336,226 | --- | | Thomas C. Owens | Executive Deferral Plan | --- | --- | --- | | Robert B. Harvey | Executive Deferral Plan | 18 | $1,239,466 | --- | | Wayne A. Stevens | Executive Deferral Plan | 20 | $935,846 | --- | | Granville Tate, Jr. | Executive Deferral Plan | --- | --- | --- |

  94. Pension Benefits for 2023

    | (1) This column reflects years of participation in the Executive Deferral Plan. Benefits accrue during a specified vesting period, which may be less than the years of credited service shown above. |

  95. Pension Benefits for 2023

    | (2) Excludes amounts under the Executive Deferral Plan which Mr. Stevens would not currently be entitled to receive because such amounts are not vested. In connection with a previous increase in annual retirement benefits, they become vested in the increased amount over time through the year they attain age 64. |

  96. Pension Benefits for 2023

    | (3) The present value of accumulated benefit is the discounted value of the vested annual benefit payable at retirement age as of December 31, 2023. |

  97. Pension Benefits for 2023

    | (4) Mr. Dewey became eligible to receive benefit payments under the Executive Deferral Plan on September 1. 2023. The plan provides that payments shall be deferred if such payments would not be deductible under Section 162(m) of the Internal Revenue Code. As a result, all payments due to Mr. Dewey in 2023 were deferred. |

  98. Non-Qualified Deferred Compensation for 2023

    Non-Qualified Deferred Compensation for 2023 The NQDC Plan is discussed in more detail under “Non-Qualified Deferred Compensation Plan” on page 28. The following table presents information relating to each NEO’s participation in the plan:

  99. Non-Qualified Deferred Compensation for 2023

    | Name | Executive Contributions in Last Fiscal Year (1) ($) | Trustmark Contributions in Last Fiscal Year (1)(2) ($) | Aggregate Earnings in Last Fiscal Year (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End (4) ($) | | Duane A. Dewey | $119,233 | $30,000 | $121,866 | --- | $823,946 | | Thomas C. Owens | --- | $21,133 | $3,086 | --- | $24,219 | | Robert B. Harvey | --- | $23,935 | $271,272 | --- | $980,618 | | Wayne A. Stevens | $80,458 | $22,278 | $72,963 | --- | $610,015 | | Granville Tate, Jr. | --- | $27,213 | $67,359 | --- | $557,820 |

  100. Non-Qualified Deferred Compensation for 2023

    | (1) These amounts are included in the “Summary Compensation Table for 2023” on page 31. |

  101. Non-Qualified Deferred Compensation for 2023

    | (2) The amounts in this column represent contributions by Trustmark under the NQDC Plan based on Trustmark’s performance in 2022. |

  102. Non-Qualified Deferred Compensation for 2023

    | (3) The amounts in this column consist of investment gains and losses for 2023 and do not include any above-market earnings. |

  103. Non-Qualified Deferred Compensation for 2023

    | (4) Of the amounts disclosed in this column, the following amounts were previously reported as compensation to the NEO in a summary compensation table prior to 2023: Dewey -- $498,998 and Stevens -- $252,717. |

  104. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the potential payments that would be made to each of the NEOs in various termination and change in control scenarios based on compensation, benefit and equity levels in effect on December 31, 2023. The amounts shown are estimates and assume that the termination or change in control event occurred on December 31, 2023. The actual amounts to be paid can only be determined at the time of an NEO’s actual termination of employment or an actual change in control of Trustmark. In accordance with SEC regulations, the following table does not report any amount to be provided to an NEO that does not discriminate in scope, terms or operation in favor of Trustmark’s executive officers and which is available generally to all salaried employees, and excludes (i) amounts accrued through December 31, 2023, that would be paid in the normal course of continued employment, such as accrued but unpaid salary and bonus amounts, (ii) vested account balances under the Executive Deferral Plan, NQDC Plan and 401(k) plan, and (iii) already vested equity awards. The amounts shown for Mr. Dewey in the table below are determined based on his employment agreement in effect as of December 31, 2023, and references to such agreement in the footnotes below refer to the agreement in effect as of December 31, 2023. For a description of his employment agreement, please see “Employment and Change in Control Agreements with NEOs” beginning on page 42.

  105. Potential Payments Upon Termination or Change in Control

    | Name | Incremental Compensation and Benefit Payments | Non-CIC Termination by Company Without Cause or by Executive for Good Reason under Agreement | CIC Termination by Company Without Cause or by Executive for Good Reason under Agreement (1) | | Duane A. Dewey (2) | Severance (3) | --- | $1,631,557 | | | Covenant Payment (3) | $3,263,114 | 3,263,114 | | | Restricted Stock -- Accelerated Vesting (4) | 1,745,063 | 2,166,959 | | | Executive Deferral Plan (5)(6) | --- | --- | | | Health & Welfare Benefits (7) | 76,152 | 114,228 | | | Totals | $5,084,329 | $7,175,858 | | Thomas C. Owens | Severance (3) | --- | $1,423,880 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $542,062 | 674,347 | | | Executive Deferral Plan (6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 36,420 | | | Totals | $542,062 | $2,134,647 | | Robert B. Harvey | Severance (3) | --- | $1,533,494 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $448,521 | 575,332 | | | Executive Deferral Plan (5)(6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 36,438 | | | Totals | $448,521 | $2,145,264 | | Wayne A. Stevens | Severance (3) | --- | $1,429,900 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $448,521 | 575,332 | | | Executive Deferral Plan (5)(6) | --- | 85,073 | | | Health & Welfare Benefits (7) | --- | 48,776 | | | Totals | $448,521 | $2,139,081 | | Granville Tate, Jr. | Severance (3) | --- | $1,588,120 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $674,828 | 801,639 | | | Executive Deferral Plan (6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 38,835 | | | Totals | $674,828 | $2,428,594 |

  106. Potential Payments Upon Termination or Change in Control

    | (1) Mr. Dewey’s employment agreement and the other NEOs’ change in control agreements provide for change in control benefits on a “best net” approach, under which the executive’s change in control benefits will be reduced to avoid the golden parachute excise tax under Section 280G of the Internal Revenue Code only if such a reduction would cause the executive to receive more after-tax compensation than without a reduction. The amounts shown in this column do not reflect any reduction that might be made in this regard. |

  107. Potential Payments Upon Termination or Change in Control

    | (2) If during the term of his employment agreement, Mr. Dewey’s employment is terminated due to disability or if he dies, he or his designated beneficiary, spouse or estate will be entitled to a lump sum payment of a time-weighted pro-rata share of his annual bonus target amount for that year ($680,000 for 2023), in addition to accrued but unpaid compensation to date of termination. |

  108. Potential Payments Upon Termination or Change in Control

    | (3) The executive must sign a general release in order to be entitled to receive these amounts. In the case of the NEOs other than Mr. Dewey, Trustmark has the right to retain these amounts if the executive breaches the confidentiality, non-solicitation or non-competition covenants contained in the executive’s change in control agreement. |

  109. Potential Payments Upon Termination or Change in Control

    | (4) Upon death or disability, termination by Trustmark not for cause or termination by the executive for good reason if provided in the executive’s employment agreement, the executive is entitled to accelerated vesting of a pro-rata portion of his unvested restricted stock and achievement units and a pro-rata portion of time-based restricted stock units (plus accumulated dividends attributable to the shares of restricted stock vesting), based on actual service in the case of time-based restricted stock and actual service and actual performance in the case of performance-based restricted stock and achievement units. Upon a change in control without termination of employment, or retirement at or after age 65 with consent of the Committee and where cause for termination is not present, the executive is entitled to accelerated vesting of a pro-rata portion of his unvested performance-based restricted stock and achievement units and 100% of time-based restricted stock units (plus accumulated dividends attributable to the shares of restricted stock vesting), based on actual service and actual performance in the case of performance-based restricted stock and achievement units. The value of the restricted stock and achievement units upon vesting is based on the closing market price per share of $27.88 as of December 29, 2023, plus the amount of accumulated cash dividends attributable to the shares of restricted stock vesting. |

  110. Potential Payments Upon Termination or Change in Control

    | (5) Upon death, an incremental pre-retirement death benefit may be payable to the executive’s beneficiary under the Executive Deferral Plan. |

  111. Potential Payments Upon Termination or Change in Control

    | (6) Upon termination within three years following a change in control, the executive is entitled to accelerated vesting of a portion of his unvested benefit under the Executive Deferral Plan by adding up to five years of service to the executive’s service under the plan. The incremental benefit amount shown in this column is equal to the present value of the amount of the benefit for which vesting would have been accelerated in connection with such a termination as of December 31, 2023. The actuarial assumptions used to calculate the incremental benefit are the same as the assumptions in the “Pension Benefits for 2023” table using a 4.67% rate for present value computations. Messrs. Dewey and Harvey were already fully vested as of December 31, 2023, and would not have received any incremental benefits from this provision. Mr. Stevens would have received the incremental benefits shown in the table in connection with the unvested portions of the previous increase in his annual retirement benefit. Messrs. Owens and Tate do not have benefits under the Executive Deferral Plan. |

  112. Potential Payments Upon Termination or Change in Control

    | (7) Mr. Dewey is entitled to 24 months of continuing medical, dental, vision and group life coverage on the same premium cost sharing basis as prior to termination if his employment is terminated by Trustmark without cause or if he resigns for good reason, and 36 months of continuing medical, dental, vision and group life coverage on the same premium cost sharing basis as prior to termination upon such events in the case of a change in control. The other NEOs are entitled to 18 months of continuing medical, dental, vision and group life coverage on the same premium cost sharing basis as prior to termination if within two years after a change in control the executive’s employment is terminated by Trustmark other than due to death, disability or for cause or if he resigns for good reason. |

  113. 2023 Pay Ratio Disclosure

    2023 Pay Ratio Disclosure For 2023, the ratio of the total compensation of Trustmark’s CEO to the total compensation of Trustmark’s median employee was 50 to 1. To calculate this ratio, Trustmark identified its median employee as of December 31, 2021 based on employees’ gross earnings, less before-tax benefit deductions, as reported in Box 5 of the United States Internal Revenue Service Form W- 2. Compensation was annualized for employees who worked less than a full year, and compensation for part-time employees was annualized but not converted into a full-time equivalent. Trustmark used the same median employee in 2023 as in 2022 and 2021, based on its determination that there were no material changes to its employee population or compensation arrangements reasonably likely to result in a change in the ratio. Once identified, the median employee’s total compensation for 2023 was determined in accordance with Item 402(c)(2)(x) of Regulation S-K to be $56,968, as compared to total compensation of $2,840,046 for Trustmark’s CEO.

  114. Pay-Versus-Performance

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO (1) ($) | Average Summary Compensation Table Total for non-CEO Named Executive Officers (2) ($) | Average Compensation Actually Paid to non-CEO Named Executive Officers (3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in thousands) ($) | ROATE (5) (%) | | | | | | | Trustmark Total Shareholder Return ($) | S&P 500 Regional Banks Total Shareholder Return (4) ($) | | | | 2023 | $2,840,046 | $2,327,122 | $1,077,576 | $951,013 | $92.30 | $78.33 | $165,489 | 14.51% | | 2022 | $2,739,279 | $2,810,846 | $1,047,684 | $1,056,136 | $111.19 | $99.93 | $71,887 | 12.12% | | 2021 | $2,472,426 | $2,666,493 | $1,151,155 | $1,222,268 | $100.46 | $134.16 | $147,365 | 11.45% | | 2020 | $3,616,342 | $2,317,370 | $1,277,423 | $948,065 | $82.09 | $95.47 | $160,025 | 12.81% |

  115. Pay-Versus-Performance

    | (1) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the CEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the CEO’s total compensation for each year to determine the compensation actually paid: |

  116. Pay-Versus-Performance

    | (c) Represents amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for each applicable year. |

  117. Pay-Versus-Performance

    | (3) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the CEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the CEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote (1): |

  118. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-employee director compensation is determined by the Board, based on the recommendation of the Human Resources Committee. Directors who are employed by Trustmark receive no compensation for Board or committee service. During 2023, each non-employee director who served on the Board also served on the Bank Board. The Board periodically reviews non-employee director compensation to determine if changes are needed, including by comparing it to non-employee director compensation at peer companies. Annual retainer fees were paid monthly. Directors are also eligible to be reimbursed for expenses incurred in attending Board and committee meetings. For 2023, cash compensation for non-employee directors was comprised of an annual retainer of $45,000 for their combined service on the Trustmark Board and the Bank Board. The Lead Director receives an annual cash retainer of $30,000 (inclusive of Executive Committee Chair retainer). The Chairs of Trustmark Board committees other than the Executive Committee (i.e., the Audit, Enterprise Risk, Finance, Human Resources and Nominating & Governance Committees) receive an annual retainer of $20,000. All members of Board and Board committees, other than Committee Chairs, also receive an annual retainer of $2,500 per committee. The Chair of the Board receives an annual retainer of $150,000 (inclusive of annual Board retainer and all committee memberships). For 2023, each director also received an award of time-based restricted stock under the Amended and Restated Stock Plan valued at approximately $55,000. To help align the interests of directors with shareholders and encourage a focus on long-term growth, Trustmark has guidelines that require non-executive directors to own a minimum number of shares of Trustmark stock in an amount equal to a multiple of six times the annual cash retainer as in effect from time to time. The number of shares required to be owned is calculated by reference to the 10-day trading average share price through the date of the Annual Meeting of Shareholders each year. Shares of unvested time-based restricted stock are counted as shares owned for purposes of the guidelines. Based on the most recent review of ownership level attainment in 2023, all of the current directors, except General Collins and Mr. Eduardo, meet the stock ownership requirements. Until a director has reached the minimum requirement, the director is required to hold 100% of the shares received from any Trustmark stock awards (net of any shares sold to cover tax liabilities). To ensure that directors bear the full risks of stock ownership, Trustmark’s Insider Trading Policy prohibits directors, among others, from engaging in options trading, short sales or hedging transactions relating to Trustmark stock. Directors are also prohibited from pledging or creating a security interest in any Trustmark stock they hold. Trustmark maintains a Directors’ Deferred Fee Plan for non-employee directors who became directors prior to 2003 and who elected to participate in the plan. Under the plan, participating directors were required to defer $12,000 of their fees annually to fund a portion of the cost of their defined retirement benefits and death benefits. The amount of the retirement benefit and death benefit has been determined based upon the participant’s annual contribution amount, the length of Board service and the age of the director at date of entry into the plan. The Board amended the plan in 2009 to cease future benefit accruals under and contributions by directors to the plan effective March 1, 2010. The plan requires retirement benefits to commence at a director’s normal retirement date (defined in the plan as March 1 following age 65). Thus, should a director continue service beyond normal retirement date, retirement benefits would begin prior to cessation of Board service. Depending on a number of factors, the vested annual benefit at retirement is payable for the longer of life or twenty-five years and, as of December 31, 2023, ranges from $51,000 to $78,000 (taking into account the March 1, 2010, benefit accrual freeze) for current directors who elected to participate in the plan. Trustmark has purchased life insurance contracts on participating directors to fund the benefits under this plan. Non-employee directors may defer all or a part of their annual retainer fees pursuant to the NQDC Plan. The compensation deferred is credited to an account, which is deemed invested in and mirrors the performance of one or more designated investment funds available under the plan and selected at the option of the director. The deferred compensation account will be paid in a lump sum or in annual installments at a designated time upon the occurrence of an unforeseen emergency or upon a director’s retirement or cessation of service on the Board.

  119. Director Compensation for 2023

    Director Compensation for 2023 The following table provides director compensation information for the year ended December 31, 2023.

  120. Director Compensation for 2023

    | Name (1) | Fees Earned or Paid in Cash (2) ($) | Stock Awards (3) ($) | Option Awards (4) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings (5) ($) | All Other Compensation (6) ($) | Total ($) | | Adolphus B. Baker | $67,500 | $53,499 | --- | --- | --- | $2,026 | $123,025 | | William A. Brown | $50,000 | $53,499 | --- | --- | --- | $2,026 | $105,525 | | Augustus L. Collins | $52,500 | $53,499 | --- | --- | --- | $2,026 | $108,025 | | Tracy T. Conerly | $72,000 | $53,499 | --- | --- | --- | $2,026 | $127,525 | | Marcelo Eduardo | $72,500 | $53,499 | --- | --- | --- | $2,026 | $128,025 | | J. Clay Hays Jr., M.D. | $70,000 | $53,499 | --- | --- | --- | $2,026 | $125,525 | | Gerard R. Host | $150,000 | $53,499 | --- | --- | --- | $2,026 | $205,525 | | Harris V. Morrissette | $55,500 | $53,499 | --- | --- | --- | $2,026 | $111,025 | | Richard H. Puckett | $97,500 | $53,499 | --- | --- | --- | $2,026 | $153,025 | | William G. Yates III | $47,500 | $53,499 | --- | --- | --- | $2,026 | $103,025 |

  121. Director Compensation for 2023

    | (1) Mr. Dewey is not included in this table as he is an associate of Trustmark and thus received no compensation for his service as a director. The compensation received by Mr. Dewey as an associate of Trustmark is shown in the “Summary Compensation Table for 2023” on page 31. |

  122. Director Compensation for 2023

    | (2) Amounts include fees earned or paid for service on both the Trustmark Board and the Bank Board and their respective committees. The amounts in this column include fees deferred pursuant to the NQDC Plan. For Mrs. Conerly and Mr. Morrissette, the amounts also include fees paid for attendance at community bank advisory board meetings. |

  123. Director Compensation for 2023

    | (3) On April 25, 2023, each non-employee director received 2,318 shares of time-based restricted stock units, valued on a 10-day average closing stock price up to and including the date of the grant. Subject to accelerated vesting in full upon a change in control, upon retirement at or after age 70 or cessation of Board service at the end of an elected term, in each case with consent of the Human Resources Committee and where cause for termination is not present, or upon disability, death or termination without cause, the April 25, 2023, grants of restricted stock units will vest on April 25, 2024. The amounts in this column reflect the aggregate grant date fair value (computed in accordance with ASC Topic 718 excluding the impact of estimated forfeitures). Assumptions used in the calculation of these amounts are included in Note 15 to Trustmark’s audited financial statements for the year ended December 31, 2023, in Trustmark’s Annual Report on Form 10-K filed with the SEC on February 15, 2024. At December 31, 2023, each non-employee director held 2,318 shares of unvested time-based restricted stock units. |

  124. Director Compensation for 2023

    | (4) No stock option awards were made during 2023. At December 31, 2023, none of the non-employee directors held any stock options. |

  125. Director Compensation for 2023

    | (5) The amounts shown in the table above reflect the changes in actuarial present value of the directors’ accumulated benefits under Trustmark’s Directors’ Deferred Fee Plan. The decreases were determined using interest rate and mortality rate assumptions included in Note 14 to Trustmark’s audited financial statements for the year ended December 31, 2023, in Trustmark’s Annual Report on Form 10-K filed with the SEC on February 15, 2024. Decreases in pension value of the Directors’ Deferred Fee Plan benefits were due to both receiving benefits during 2023. Negative changes in pension values were as follows: Baker -- ($249); Puckett -- ($6,987). |

  126. Director Compensation for 2023

    | (6) The amounts in this column reflect the dividends credited to shares of unvested time-based restricted stock held by the directors on each dividend payment date during 2023. These dividends are accumulated and will vest and be paid only when and to the extent the related restricted shares vest. |