DEF 14A of Trustmark Corp
Filed Mar 12, 2025 · FY20240001193125-25-052523
Key Features of Trustmark’s Corporate Governance
| • | Directors are subject to Trustmark stock ownership requirements, as described under the heading “Director Compensation.” |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board has fixed the number of directors for the coming year at 11. Director William A. Brown has informed the Board of his decision not to stand for re-election at the Annual Meeting so that he can devote more time and attention to the commitments of his own company, extensive travel requirements, and other obligations. 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.
The Nominees
The Nominees
The Nominees
| | Adolphus B. Baker, 68 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. |
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.
The Nominees
| | Augustus L. Collins, 67 Director of Trustmark since 2020 (Independent Director) Trustmark Corporation Committees: • Audit (Chair) • Enterprise Risk • Human Resources • Nominating & Governance | Career Highlights: • CEO, MINACT Inc. (Job Training, Development and Management) Other Public Company Boards: • Huntington Ingalls Industries, Inc. • Mississippi Power Company |
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 currently serves on the Audit and Cybersecurity Committees of Huntington Ingalls Industries, Inc., the largest military shipbuilding company in the United States, as well as a provider of professional services to partners in government and industry. General Collins 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 human resources as well as strategic and financial planning, which qualifies him for service as one of the Board’s audit committee financial experts. He is also experienced with operating in a regulatory environment and with regulatory bodies. General Collins is a member of the National Association of Corporate Directors.
The Nominees
| | Tracy T. Conerly, 60 Director of Trustmark since 2015 (Independent Director) Trustmark Corporation Committees: • Audit • Finance | Career Highlights: • Retired Partner, Carr, Riggs & Ingram, LLC (Accounting) |
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.
The Nominees
| | Duane A. Dewey, 66 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 |
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 21 years of experience at Trustmark and 39 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.
The Nominees
| | Marcelo Eduardo, 62 Director of Trustmark since 2020 (Independent Director) Trustmark Corporation Committees: • Audit • Executive • Finance (Chair) • Nominating & Governance | Career Highlights: • Dean, School of Business, Mississippi College |
The Nominees
Experience and qualifications: Mr. Eduardo has served as the Dean of the School of Business at a private college in Mississippi since 2000. 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.
The Nominees
| | J. Clay Hays, Jr., M.D., 59 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 |
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 and provide the Board with an important resource for assessing and managing risks. 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.
The Nominees
| | Gerard R. Host, 70 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 |
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.
The Nominees
| | Harris V. Morrissette, 65 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 |
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.
The Nominees
| | Richard H. Puckett, 70 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) |
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.
The Nominees
| | Lea B. Turnipseed, 52 Director of Trustmark since 2025 (Independent Director) Trustmark Corporation Committees: • Enterprise Risk • Audit (effective as of April 1, 2025) | Career Highlights: • Vice President and General Auditor, Entergy Corporation |
The Nominees
Experience and qualifications: Mrs. Turnipseed is a certified public accountant and has served since 2022 as Vice President and General Auditor for Entergy Corporation. Previously, she worked for Entergy Mississippi, LLC, serving as Vice President of Customer Service from 2018 to 2022, and Director, Finance from 2012 to 2018. Mrs. Turnipseed has also served on the Board of Governors of the Mississippi Economic Council since 2013, and has served on the Operating Board of the Mississippi Economic Council since 2019. She previously served on the Board of Directors of the Mississippi Manufacturers Association from 2019 to 2022, and the Board of Trustees of the United Way of the Capital Area in Jackson, MS from 2019 to 2022. Mrs. Turnipseed brings to the Board extensive financial and accounting expertise as well as experience in risk management and the regulated utility industry, and her extensive knowledge of the Mississippi economic environment provides the Board with valuable insight. She is a member of the National Association of Corporate Directors.
The Nominees
| | William G. Yates III, 52 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. |
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.
Executive Summary
Executive Summary 2024 Business Highlights. Trustmark is committed to aligning the compensation of its executive officers with Trustmark’s financial and operational performance. The Committee believes that its current executive compensation program is helping to achieve these goals by aligning compensation with Trustmark’s performance. Financial results in 2024, which included the sale of FBBI, consisted of both continuing operations and discontinued operations. Discontinued operations include the financial results of FBBI prior to the sale as well as the gain on sale in the second quarter. Trustmark reported net income from continuing operations in 2024 of $45.2 million, representing diluted earnings per share of $0.74. There were three significant non-routine items included in Trustmark’s financial results during the year: restructuring of the investment securities portfolio, a portfolio sale of 1-4 family mortgage loans, and the Visa C shares fair value adjustment. Adjusted for these items, Trustmark’s net income from adjusted continuing operations in 2024 was $186.3 million, or $3.04 per diluted share, compared to net income from adjusted continuing operations in 2023 of $159.2 million, or $2.60 per diluted share. Net income from adjusted continuing operations in 2024 increased $27.1 million, or 17.0%, compared to the prior year while diluted net income from adjusted continuing operations per share increased $0.44. For a reconciliation of net income from adjusted continuing operations (including on a per share basis), which is a non-GAAP financial measure, to net income from continuing operations (including on a per share basis) determined in accordance with GAAP, please see the section entitled “Non-GAAP Financial Measures” in Trustmark’s 2024 Form 10-K. In addition, please see “Management’s Discussion of Financial Condition and Results of Operations” in Trustmark’s 2024 Form 10-K for a more complete discussion of Trustmark’s results of operations and financial condition in 2024 and prior periods. 2024 Executive Compensation Highlights. Our executive compensation program has three primary elements: base salary, annual incentives under our Annual Management Incentive Plan (MIP), and long-term equity incentives under the Trustmark Corporation Stock and Incentive Compensation Plan (Trustmark Stock Plan). Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term equity incentives drive our NEOs to focus on long-term sustainable stockholder value creation. The following executive compensation actions for 2024 are aligned with Trustmark’s financial performance and are consistent with the design of Trustmark’s program:
Executive Summary
| • | Annual Incentives. For 2024, Trustmark’s performance resulted in payouts for the NEOs under the MIP, that, on average, achieved 199% of target, out of a maximum potential payout of 200%. |
Executive Summary
| • | Long-Term Equity Incentives (LTI). Trustmark’s performance over the three-years ended December 31, 2024 resulted in combined vesting for performance share units (PSUs) granted in 2022 of 181.0% out of a maximum potential vesting of 200%. |
Executive Summary
| | No guaranteed bonuses or guaranteed long-term incentive awards |
Executive Summary
| ✓ | Independent compensation consultant regularly advises the Committee |
Executive Summary
| ✓ | Minimum vesting periods of not less than three years for equity awards, with three-year cliff vesting of time-based awards |
Executive Summary
| ✓ | Use of peer company and market data to help set executive compensation |
Executive Summary
| | No “single-trigger” severance payments or restricted stock vesting for change in control |
What Guides Our Program
| Key Elements | | Objectives | | Base salary | | • Attract and retain highly qualified executives • Reward prior performance, industry and job specific knowledge, experience and leadership ability | | Annual incentives (under the MIP) | | • Reward achievement of annual corporate financial goals and, where applicable, line-of-business (LOB) goals | | Long-term equity incentives | Performance share units (PSUs) | • Reward achievement of long-term objectives • Create a direct link between management’s performance and shareholder value | | | Time-based restricted stock units (RSUs) | • Align shareholder and management interests • Retain key executives • Supports achievement of stock ownership goals |
What Guides Our Program
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 2024, 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 charts below show the target annual total direct compensation of our CEO and our other NEOs for fiscal year 2024. These charts illustrate that a majority of target annual total direct compensation is variable (64% for our CEO and an average of 54% for our other NEOs). These charts do not include any one-time equity grants or awards outside of target annual total direct compensation.
The Decision-Making Process
| • | market data regarding executive compensation in the banking and financial services industry, |
The Decision-Making Process
| • | competitive market analysis for the Executive Strategy Committee, with consideration of salary, annual cash bonuses, and equity compensation, |
The Decision-Making Process
| • | observations on typical market practices, particularly performance metrics, performance targets, incentive scale and weightings for the annual management incentive plan, |
The Decision-Making Process
| • | market practices and trends regarding stock and incentive plans, |
The Decision-Making Process
| • | recommendations regarding the composition of Trustmark’s peer group, and |
The Decision-Making Process
Benchmarking. We believe competitive compensation is essential for attracting and retaining top executives. The Committee ensures our pay practices align with organizations with whom we compete for executive talent and are similar in size and scope. For purposes of setting compensation levels for 2024, the Committee reviewed peer group data and survey data to establish a competitive pay range for our NEOs. For each NEO, the Committee recommends salary, annual incentives, and long-term incentives, using market data as a reference but also considering individual experience, performance, responsibilities, and contributions. For the CEO, the Committee follows a similar process of reviewing peer group data and survey data in order to recommend the appropriate mix and level of compensation elements to the full Board, with final approval by independent Board members. Our peer group data is sourced from proxy statements of financial institutions and updated annually. These institutions are chosen for their similarity in size, business mix, and relevance for executive talent and shareholder competition. The peer group focuses on institutions with at least $10 billion in assets, because these institutions are subject to the same regulatory mandates as Trustmark. The 2024 compensation peer group listed below included 20 companies with assets ranging from $11.9 billion to $41.6 billion (65% to 226% of our asset size) and market capitalizations between $1.0 billion and $3.5 billion. The Committee maintained the same peer group as the prior year, as no acquisitions among these institutions required adjustments. For 2024, Trustmark’s peer group consisted of the following companies:
2024 Executive Compensation Program in Detail
Annual Management Incentive Plan (MIP). The Committee typically awards annual cash incentives utilizing a structured, objective approach based upon the achievement of performance objectives set forth in an annual management incentive plan. Cash incentives constitute the largest cash component tied specifically to company performance. The 2024 MIP provided our NEOs the opportunity to earn a performance-based annual cash incentive award. Target award opportunities are expressed as a percentage of base salary and are established based on the NEO’s level of responsibility and ability to impact the Company’s overall results. The Committee also considers market data in setting target award amounts. Actual incentive award payouts depend on the achievement of pre-determined corporate financial, strategic/operational and, where applicable, line of business (LOB) objectives. The selected performance goals are intended to be challenging, but achievable for results at or slightly above the established target levels. Actual payouts can range from 0% to 200% of target award amounts. 2024 Target Award Opportunity. The Committee increased Mr. Owens’ target annual opportunity from 50% in 2023 to 60% in 2024 to better align with the market. All other NEO target annual award opportunities remained unchanged from 2023. As a result, NEO target award opportunities for 2024 were as follows:
2024 Executive Compensation Program in Detail
2024 Performance Objectives, Metrics, Weightings and Results. The performance objectives and metrics upon which our NEOs’ MIP awards are determined and approved by the Committee at the beginning of each year are directly linked to the key drivers of our business. Depending on achievement against the stated performance metrics, actual awards, if any, for 2024 could range from 50% of the target award payout (for threshold performance achievement) to 100% (for target performance achievement) to 200% (for maximum performance achievement). If performance is below threshold level for each of an NEO’s objectives under the MIP, no award is earned. Payouts are linearly interpolated for performance between threshold and maximum. For 2024, the MIP was focused on driving profitability and operational efficiency. Specifically, by weighting corporate EPS and Efficiency Ratio more heavily, the MIP encourages sustainable financial performance while ensuring the Company operates cost-effectively. This combination promotes both growth in earnings and a disciplined approach to managing expenses. In addition, the Committee approved separate expense metrics for corporate functions and individual LOBs to balance responsibility for managing costs across teams and individuals. For 2024, 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. After the target levels and performance goals and weightings have been approved by the Board, the Committee retains the discretion to adjust the target levels and performance goals and weightings during the year, on an individual or group basis, if the Committee determines additional adjustments are appropriate for this purpose. In September 2024, the Committee and Board approved changes to the threshold, target and maximum levels of the performance measures for 2024 to reflect the anticipated impact on Trustmark’s financial performance of certain significant non-routine transactions that occurred during the second quarter of 2024. As discussed in greater detail in Trustmark’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, these transactions (the Second Quarter Transactions) were as follows:
2024 Executive Compensation Program in Detail
| Performance Metrics | | 2024 Performance Achievement Goals | | | Actual Results | Performance Factor | Percent of Target | | ($ in millions, other than per share data) | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | | Award Earned | | Corporate Financial: | | | | | | | | | EPS | 50% | $2.16 | $2.54 | $2.92 | $3.15 | 2.00 | 100% | | Corporate Strategic/Operational: | | | | | | | | | Efficiency Ratio(1) | 20% | 69.64 % | 66.32 % | 63.00 % | 62.70% | 2.00 | 40% | | NPAs/Total loans (incl. LHFS + ORE) | 10% | 0.98 % | 0.82 % | 0.66 % | 0.65% | 2.00 | 20% | | Adjusted Non-Interest Expense (Core)(2) | 20% | $521.825 | $511.593 | $501.361 | $500.440 | 2.00 | 40% | | TOTAL: | 100% | | | | | | 200% |
2024 Executive Compensation Program in Detail
| Name | Target (% of base salary) | Target ($) | 2024 Actual MIP Award (% of Target) | 2024 Actual MIP Award ($)(1) | | Duane A. Dewey | 80% | $693,600 | 200.00% | $1,387,200 | | Thomas C. Owens | 60% | $264,600 | 200.00% | $529,200 | | Robert B. Harvey | 60% | $258,436 | 200.00% | $516,872 | | Wayne A. Stevens | 50% | $212,348 | 197.20% | $418,751 | | Granville Tate, Jr. | 60% | $258,436 | 195.83% | $506,103 |
2024 Executive Compensation Program in Detail
| Equity Vehicle | Weight | Objectives and Design | | Performance Share Units (PSUs) | 50% | ● Rewards achievement of financial goals measured over a three-year performance period (January 1, 2024 — December 31, 2026) ● Uses a balanced mix of absolute and relative performance metrics putting appropriate focus on long-term alignment and pay relative to shareholder returns by measuring the Company’s: ○ Return on Average Tangible Equity (ROATE) ○ Total Shareholder Return (TSR) relative to the peer group ● Determines the number of earned PSUs, which can range from 0% to 200% of the target award, based on performance results. ○ If performance falls below the threshold level, no PSUs will be earned for that portion of the award. ○ Any PSUs earned above target are called “achievement units” ● Accumulates dividend equivalents that vest and are paid only when the related shares vest ● Does not provide dividend equivalents for PSUs earned above target (i.e., achievement units) ● Settled in unrestricted shares following the end of the performance period | | Time-based Restricted Stock Units (RSUs) | 50% | ● Promotes retention by cliff vesting on the third anniversary of the grant date, based on continuous service ● Supports achievement of stock ownership goals and instills an ownership mentality ● Accumulates dividend equivalents that vest and are paid only when the related shares vest ● Settled in unrestricted shares when fully vested |
2024 Executive Compensation Program in Detail
| Name | PSUs (at Target)* ($) | RSUs* ($) | Total ($) | | Duane A. Dewey | $425,000 | $425,000 | $850,000 | | Thomas C. Owens | $125,000 | $125,000 | $250,000 | | Robert B. Harvey | $125,000 | $125,000 | $250,000 | | Wayne A. Stevens | $125,000 | $125,000 | $250,000 | | Granville Tate, Jr. | $125,000 | $125,000 | $250,000 |
2024 Executive Compensation Program in Detail
* Actual award amounts for PSUs and RSUs at target levels were determined based on the average of the closing price of Company common stock for the 10 days leading up to grant date which was on February 14, 2024. The 10-day average (2/1/2024 – 2/14/2024) closing stock price was $26.88. In addition to the annual LTI award shown in the table above, the Committee recommended, and the Board approved, a one-time award of RSUs to Messrs. Owens, Harvey and Tate of 2,000, 1,500 and 2,500 units respectively. These RSUs were awarded on December 3, 2024 and vest over a three-year period. These awards were in recognition of significant, additional efforts required for the completion of the sale of FBBI, the restructuring of the securities portfolio, and the disposition of certain mortgage portfolio loans, all of which contributed to the Company’s success in 2024. The grant date fair value of the PSUs and RSUs granted in 2024 are shown in the “Grants of Plan-Based Awards Table” on page 31. A Closer Look at PSUs. For PSUs granted in 2024, the performance period began January 1, 2024, and continues through December 31, 2026. Consistent with past years, PSUs vest based on the achievement of Company performance goals related to ROATE and TSR over a three-year period.
2024 Executive Compensation Program in Detail
| • | ROATE (50% weight): ROATE is a non-GAAP financial measure, but does not have a comparable GAAP financial measure. ROATE performance goals are set by the Committee at the beginning of each performance cycle based on a forecasted three-year average of ROATE. ROATE 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. |
2024 Executive Compensation Program in Detail
| • | Relative TSR (50% weight): The Company’s TSR performance relative to the peer group (see below) will generally determine the number of shares delivered at the end of the three-year performance cycle. |
2024 Executive Compensation Program in Detail
Actual award payouts can range from 0% to 200% of target for the three-year performance cycle depending on overall performance achievement results. The ROATE and TSR results are combined to determine the overall achievement. Award payouts are linearly interpolated for performance between threshold and maximum. No awards are earned below the threshold performance level.
2024 Executive Compensation Program in Detail
| | Performance Achievement Results and Award Payouts (as a % of Target) | | | | | | | | Threshold | | Target | | Maximum | | | Metrics | Result | Award | Result | Award Payout | Result | Award Payout | | ROATE | 80% | 25.00% | 100% | 50% | 120% | 100% of target | | Relative TSR Ranking | 30th percentile | 17.50% | 50th percentile | 50% | 75th percentile | 100% of target | | Overall Achievement | | 42.50% | | 100% | | 200% |
2024 Executive Compensation Program in Detail
| Name | Target PSUs Granted | Actual PSUs Earned | | Duane A. Dewey | 12,244 | 22,162 | | Thomas C. Owens | 3,827 | 6,927 | | Robert B. Harvey | 3,827 | 6,927 | | Wayne A. Stevens | 3,827 | 6,927 | | Granville Tate, Jr. | 3,827 | 6,927 |
Other Compensation Practices, Policies & Guidelines
Effective July 1, 2024, the calculation for review of shares owned moved from March 1 to July 1 in conjunction with the establishment of a common merit review date. The guidelines calculate the number of shares to be owned by reference to an executive’s base salary as of July 1 of each year and the 10-day trading average share price through June 30 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 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 2024, Messrs. Owens, Harvey, Stevens and Tate owned the minimum number of shares required to satisfy the guidelines. Mr. Dewey is expected to satisfy the stock ownership guidelines, over time. Executive Compensation Recoupment. The Committee includes clawback provisions in performance awards and the MIP. 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. 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. Retirement Benefits. Trustmark maintains certain plans providing retirement benefits in which the NEOs and certain other associates participate, as described below. Executive Deferral Plan. Because of the limits for tax qualified retirement plans, Trustmark maintains a defined benefit supplemental retirement plan (Executive Deferral Plan) that provides additional retirement benefits to selected executives. While the Committee believes that the plan provided a competitive element and was a traditional component among peer financial institutions as a tool for retaining executive management, the Committee has not recommended adding new participants to the plan since 2008. As a result, Mr. Tate and Mr. Owens, who joined the company after that time, are not participants. NEOs selected for plan participation by the Committee receive retirement benefits generally equal to 50% of their covered salaries. The retirement benefit is payable for life, but not less than ten years, and commences at normal retirement age, which is 65, whether or not the participant is still employed, unless the early retirement or death provisions described below apply. Benefits payable pursuant to the plan are not subject to reduction for social security benefits. The plan provides retirement and pre-retirement death benefits based upon a retirement benefit amount for each participant established by the Committee. The retirement benefit amount is based on the participant’s specified covered salary. The following table shows, as to each NEO, annual retirement benefits anticipated to be paid at normal retirement:
Other Compensation Practices, Policies & Guidelines
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 and 2024 were delayed. See the “Pension Benefits for 2024” table on page 33 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 2025 Trustmark contributed an aggregate amount of $120,455 to the CEO’s and other NEOs’ accounts. The contributions in respect of 2024 were dependent on reaching Trustmark’s performance threshold of 95% of the established EPS target for 2024. 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, 2023 and 2024, 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, 2023 and 2024 were delayed. See the “Non-Qualified Deferred Compensation for 2024” table on page 34 for more information regarding this plan and see the “Summary Compensation Table for 2024” on page 29 and the “All Other Compensation for 2024” table on page 30 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 2024” table on page 30. 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 in the event of a “double trigger” 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. Trustmark’s change in control benefits provided to the CEO and other NEOs are “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 are “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. 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 40. Analysis of Risk Associated with Trustmark’s Compensation Policies and Practices. In late 2024 and early 2025, the Committee, together with Trustmark’s risk, compliance and human resources officers, and line of business management, 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. Risk and compliance provided credible challenge of the risk assessments, and the final inherent risk, control, and residual risk ratings were discussed with the line of business management. 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 11, 2025.
Summary Compensation Table for 2024
Summary Compensation Table for 2024 The following table summarizes the compensation components for each person who served as CEO and CFO during 2024, as well as the next three most highly compensated executive officers during 2024, and indicates their positions as of December 31, 2024. 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.
Summary Compensation Table for 2024
| 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 President and Chief Executive Officer, Trustmark Corporation and Trustmark National Bank | 2024 | $858,500 | --- | $843,828 | --- | $1,387,200 | $12,410 | $139,743 | $3,241,681 | | | 2023 | $841,667 | --- | $840,180 | --- | $870,060 | $115,653 | $172,486 | $2,840,046 | | | 2022 | $783,333 | --- | $799,741 | --- | $1,024,000 | --- | $132,205 | $2,739,279 | | Thomas C. Owens Treasurer and Principal Financial Officer, Trustmark Corporation Executive Vice President, Chief Financial Officer, Trustmark National Bank | 2024 | $430,500 | --- | $324,788 | --- | $529,200 | --- | $60,116 | $1,344,604 | | | 2023 | $416,667 | --- | $247,110 | --- | $268,758 | --- | $66,634 | $999,169 | | | 2022 | $393,333 | --- | $249,936 | --- | $320,000 | --- | $37,748 | $1,001,017 | | Robert B. Harvey Executive Vice President, Chief Credit and Operations Officer, Trustmark National Bank | 2024 | $426,503 | --- | $305,638 | --- | $516,872 | --- | $56,653 | $1,305,666 | | | 2023 | $419,900 | --- | $247,110 | --- | $324,184 | $111,601 | $59,141 | $1,161,936 | | | 2022 | $406,667 | --- | $249,936 | --- | $391,680 | --- | $27,777 | $1,076,060 | | Wayne A. Stevens President – Retail Banking, Trustmark National Bank | 2024 | $420,533 | --- | $248,188 | --- | $418,751 | --- | $74,829 | $1,162,301 | | | 2023 | $414,022 | --- | $247,110 | --- | $266,435 | $79,742 | $75,490 | $1,082,799 | | | 2022 | $400,975 | --- | $249,936 | --- | $321,831 | --- | $48,287 | $1,021,029 | | Granville Tate, Jr. Secretary, Trustmark Corporation Executive Vice President, Chief Administrative Officer, and Secretary, Trustmark National Bank | 2024 | $426,503 | --- | $343,938 | --- | $506,103 | --- | $67,167 | $1,343,711 | | | 2023 | $419,900 | --- | $247,110 | --- | $324,184 | --- | $75,207 | $1,066,401 | | | 2022 | $406,667 | --- | $249,936 | --- | $391,680 | --- | $44,348 | $1,092,631 |
Summary Compensation Table for 2024
| (1) No discretionary bonuses were awarded to the NEOs for 2024, 2023 or 2022. |
Summary Compensation Table for 2024
| (2) The amounts in this column reflect restricted stock unit awards granted to the NEOs during 2024, 2023, and 2022 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 2024, 2023, and 2022, 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: |
Summary Compensation Table for 2024
| | 2024 | 2023 | 2022 | | Dewey | $678,414 | $554,830 | $605,980 | | Owens | $199,551 | $163,178 | $189,406 | | Harvey | $199,551 | $163,178 | $189,406 | | Stevens | $199,551 | $163,178 | $189,406 | | Tate | $199,551 | $163,178 | $189,406 |
Summary Compensation Table for 2024
| Assumptions used in the calculation of these amounts are included in Note 16 to Trustmark’s audited financial statements for the year ended December 31, 2024, in Trustmark’s 2024 Form 10-K. |
Summary Compensation Table for 2024
| (3) No stock option awards were made during 2024, 2023, or 2022. Trustmark does not have any stock options outstanding currently. |
Summary Compensation Table for 2024
| (4) This column shows the value of annual cash bonuses earned under Trustmark’s management incentive plan. |
Summary Compensation Table for 2024
| (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 2024 and 2022, decreases in pension value of the Executive Deferral Plan benefits were largely the result of an increase in the 2024 and 2022 discount rates. In 2023 increases in pension value of the Executive Deferral Plan benefits were largely the result of a decrease in the 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 2024 and 2022 in pension values were as follows: |
Summary Compensation Table for 2024
| | 2024 | 2022 | | Dewey | --- | $(316,075) | | Owens | --- | --- | | Harvey | $(4,484) | $(286,126) | | Stevens | $(10,831) | $(341,247) | | Tate | --- | --- |
Summary Compensation Table for 2024
| (6) See the following table for details of all other compensation for 2024. |
Grants of Plan-Based Awards for 2024
Grants of Plan-Based Awards for 2024 The following table presents information regarding incentive-based cash bonuses and equity awards granted to the NEOs during or for the year ended December 31, 2024, under Trustmark’s annual management incentive plan (cash), the Trustmark Stock Plan (restricted stock units) and, in the case of incentive-based awards, reflects the amounts that could be earned or received under such awards:
Grants of Plan-Based Awards for 2024
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (3) (#) | Options (#) | Awards ($/Sh) | Awards (4) ($) | | Duane A. Dewey | | $346,800 | $693,600 | $1,387,200 | --- | --- | --- | --- | --- | --- | --- | | | 2/14/2024 | --- | --- | --- | 2,767 | 15,812 | 31,624 | --- | --- | --- | $421,674 | | | 2/14/2024 | --- | --- | --- | --- | --- | --- | 15,811 | --- | --- | $422,154 | | Thomas C. Owens | | $132,300 | $264,600 | $529,200 | --- | --- | --- | --- | --- | --- | --- | | | 2/14/2024 | --- | --- | --- | 814 | 4,651 | 9,302 | --- | --- | --- | $124,033 | | | 2/14/2024 | --- | --- | --- | --- | --- | --- | 4,650 | --- | --- | $124,155 | | | 12/3/2024 | --- | --- | --- | --- | --- | --- | 2,000 | --- | --- | $76,600 | | Robert B. Harvey | | $129,218 | $258,436 | $516,872 | --- | --- | --- | --- | --- | --- | --- | | | 2/14/2024 | --- | --- | --- | 814 | 4,651 | 9,302 | --- | --- | --- | $124,033 | | | 2/14/2024 | --- | --- | --- | --- | --- | --- | 4,650 | --- | --- | $124,155 | | | 12/3/2024 | --- | --- | --- | --- | --- | --- | 1,500 | --- | --- | $57,450 | | Wayne A. Stevens | | $106,174 | $212,348 | $424,696 | --- | --- | --- | --- | --- | --- | --- | | | 2/14/2024 | --- | --- | --- | 814 | 4,651 | 9,302 | --- | --- | --- | $124,033 | | | 2/14/2024 | --- | --- | --- | --- | --- | --- | 4,650 | --- | --- | $124,155 | | Granville Tate, Jr. | | $129,218 | $258,436 | $516,872 | --- | --- | --- | --- | --- | --- | --- | | | 2/14/2024 | --- | --- | --- | 814 | 4,651 | 9,302 | --- | --- | --- | $124,033 | | | 2/14/2024 | --- | --- | --- | --- | --- | --- | 4,650 | --- | --- | $124,155 | | | 12/3/2024 | --- | --- | --- | --- | --- | --- | 2,500 | --- | --- | $95,750 |
Grants of Plan-Based Awards for 2024
| (1) The amounts shown in these columns reflect possible payouts under the annual management incentive plan for 2024. 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 July 1, 2024. The amount of the award actually earned by the NEOs was recommended by the Committee on February 11, 2025 and approved by the Board on February 12, 2025. Amounts actually earned for 2024 are reported as Non-Equity Incentive Plan Compensation in the “Summary Compensation Table for 2024” on page 29. |
Grants of Plan-Based Awards for 2024
| (2) Reflects the performance share units granted on February 14, 2024. For a description of the vesting conditions and other features of the performance share units, please see “2024 Executive Compensation Program in Detail – Long-Term Equity Incentive (LTI) Awards” beginning on page 24. |
Grants of Plan-Based Awards for 2024
| (3) Reflects the number of time-based restricted stock units granted on February 14, 2024 and December 3, 2024. For a description of the vesting conditions and other features of the time-based restricted stock units, please see “2024 Executive Compensation Program in Detail – Long-Term Equity Incentive (LTI) Awards” beginning on page 24. |
Grants of Plan-Based Awards for 2024
| (4) The amounts in this column reflect the grant date fair value of the performance-based 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. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information regarding unvested equity awards held by NEOs at December 31, 2024. All awards in the table below were granted under the Trustmark Stock Plan. None of the NEOs held any unexercised options at December 31, 2024.
Outstanding Equity Awards at 2024 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 | 2/16/2022 (3) | 12,244 | 433,070 | --- | --- | | | 2/16/2022 (4) | --- | --- | 22,162 | 783,870 | | | 2/15/2023 (3) | 14,096 | 498,576 | --- | --- | | | 2/15/2023 (5) | --- | --- | 14,097 | 498,611 | | | 2/14/2024 (3) | 15,811 | 559,235 | --- | --- | | | 2/14/2024 (6) | --- | --- | 15,812 | 559,270 | | | | 42,151 | $1,490,881 | 52,071 | $1,841,751 | | Thomas C. Owens | 2/16/2022 (3) | 3,826 | 135,326 | --- | --- | | | 2/16/2022 (4) | --- | --- | 6,927 | 245,008 | | | 2/15/2023 (3) | 4,146 | 146,644 | --- | --- | | | 2/15/2023 (5) | --- | --- | 4,146 | 146,644 | | | 2/14/2024 (3) | 4,650 | 164,471 | --- | --- | | | 2/14/2024 (6) | --- | --- | 4,651 | 164,506 | | | 12/3/2024 (3) | 2,000 | 70,740 | --- | --- | | | | 14,622 | $517,181 | 15,724 | $556,158 | | Robert B. Harvey | 2/16/2022 (3) | 3,826 | 135,326 | --- | --- | | | 2/16/2022 (4) | --- | --- | 6,927 | 245,008 | | | 2/15/2023 (3) | 4,146 | 146,644 | --- | --- | | | 2/15/2023 (5) | --- | --- | 4,146 | 146,644 | | | 2/14/2024 (3) | 4,650 | 164,471 | --- | --- | | | 2/14/2024 (6) | --- | --- | 4,651 | 164,506 | | | 12/3/2024 (3) | 1,500 | 53,055 | --- | --- | | | | 14,122 | $499,496 | 15,724 | $556,158 | | Wayne A. Stevens | 2/16/2022 (3) | 3,826 | 135,326 | --- | --- | | | 2/16/2022 (4) | --- | --- | 6,927 | 245,008 | | | 2/15/2023 (3) | 4,146 | 146,644 | --- | --- | | | 2/15/2023 (5) | --- | --- | 4,146 | 146,644 | | | 2/14/2024 (3) | 4,650 | 164,471 | --- | --- | | | 2/14/2024 (6) | --- | --- | 4,651 | 164,506 | | | | 12,622 | $446,441 | 15,724 | $556,158 | | Granville Tate, Jr. | 2/16/2022 (3) | 3,826 | 135,326 | --- | --- | | | 2/16/2022 (4) | --- | --- | 6,927 | 245,008 | | | 2/15/2023 (3) | 4,146 | 146,644 | --- | --- | | | 2/15/2023 (5) | --- | --- | 4,146 | 146,644 | | | 2/14/2024 (3) | 4,650 | 164,471 | --- | --- | | | 2/14/2024 (6) | --- | --- | 4,651 | 164,506 | | | 12/3/2024 (3) | 2,500 | 88,425 | --- | --- | | | | 15,122 | $534,866 | 15,724 | $556,158 |
Outstanding Equity Awards at 2024 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. |
Outstanding Equity Awards at 2024 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 31, 2024, which was $35.37 per share. |
Outstanding Equity Awards at 2024 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. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) For awards granted on February 16, 2022, reflects the number of performance share units that vested under the award on February 11, 2025. The vesting percentages of the performance share units and potential achievement units are based on performance goals of a three-year average of Trustmark’s ROATE 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 ROATE and TSR targets of more than 100% in the aggregate (181.0% 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. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) For awards granted on February 15, 2023, reflects the target (100%) number of performance share units granted. The awards vest over a January 1, 2023, through December 31, 2025, performance period based on performance goals of a three-year average of Trustmark’s ROATE compared to a target level and TSR which is compared to a defined peer group. 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. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) For awards granted on February 14, 2024 reflects the target (100%) number of performance share units granted. The awards vest over a January 1, 2024, through December 31, 2026, performance period. For a description of the vesting conditions and other features of the performance share units and potential achievement units, please see “2024 Executive Compensation Program in Detail – Long-Term Equity Incentive (LTI) Awards” beginning on page 24. 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. |
Option Exercises and Stock Vested for 2024
Option Exercises and Stock Vested for 2024 The following table presents information regarding restricted stock that vested during 2024 for each of the NEOs. None of the NEOs held or exercised options during 2024.
Option Exercises and Stock Vested for 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Duane A. Dewey | 33,450 | $901,394 | | Thomas C. Owens | 10,713 | $285,802 | | Robert B. Harvey | 7,457 | $199,387 | | Wayne A. Stevens | 7,457 | $199,387 | | Granville Tate, Jr. | 14,843 | $401,542 |
Option Exercises and Stock Vested for 2024
| (1) Represents the total number of restricted shares that vested during 2024, without taking into account any shares that were surrendered or withheld for applicable tax obligations. |
Option Exercises and Stock Vested for 2024
| (2) Value realized is the gross number of shares multiplied by the market price of Trustmark’s common stock on the date of vesting. |
Pension Benefits for 2024
Pension Benefits for 2024 The Executive Deferral Plan is discussed in more detail under “Executive Deferral Plan” on page 26. The following table shows the present value at December 31, 2024, of accumulated benefits payable to each NEO, including the number of years of service credited, under the Executive Deferral Plan, determined using interest rate and mortality rate assumptions included in Note 15 to Trustmark’s audited financial statements for the year ended December 31, 2024, in Trustmark’s 2024 Form 10-K.
Pension Benefits for 2024
| Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefit (2)(3) ($) | Payments During Last Fiscal Year (4) ($) | | Duane A. Dewey | Executive Deferral Plan | 21 | $1,348,636 | --- | | Thomas C. Owens | Executive Deferral Plan | --- | --- | --- | | Robert B. Harvey | Executive Deferral Plan | 19 | $1,234,982 | --- | | Wayne A. Stevens | Executive Deferral Plan | 21 | $925,015 | --- | | Granville Tate, Jr. | Executive Deferral Plan | --- | --- | --- |
Pension Benefits for 2024
| (1) This column reflects years of participation in the Executive Deferral Plan. Benefits accrue during a specified vesting period, which may be less than the years of credited service shown above. |
Pension Benefits for 2024
| (2) Excludes amounts under the Executive Deferral Plan which Mr. Stevens would not currently be entitled to receive because such amounts are not vested. In connection with a previous increase in annual retirement benefits, they become vested in the increased amount over time through the year they attain age 64. |
Pension Benefits for 2024
| (3) The present value of accumulated benefit is the discounted value of the vested annual benefit payable at retirement age as of December 31, 2024. |
Pension Benefits for 2024
| (4) The Executive Deferral Plan provides that payments shall be delayed if such payments would not be deductible under Section 162(m) of the Internal Revenue Code. As a result, all payments to Mr. Dewey for 2023 and 2024 were delayed. |
Non-Qualified Deferred Compensation for 2024
Non-Qualified Deferred Compensation for 2024 The NQDC Plan is discussed in more detail under “Non-Qualified Deferred Compensation Plan” on page 27. The following table presents information relating to each NEO’s participation in the plan:
Non-Qualified Deferred Compensation for 2024
| Name | Executive Contributions in Last Fiscal Year (1) ($) | Trustmark Contributions in Last Fiscal Year (2) ($) | Aggregate Earnings in Last Fiscal Year (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End (4) ($) | | Duane A. Dewey | $156,148 | $30,000 | $146,225 | --- | $1,156,319 | | Thomas C. Owens | --- | $24,400 | $4,919 | --- | $53,538 | | Robert B. Harvey | --- | $28,895 | $27,643 | --- | $1,037,156 | | Wayne A. Stevens | $66,609 | $24,351 | $58,076 | --- | $759,051 | | Granville Tate, Jr. | --- | $28,895 | $50,119 | --- | $636,834 |
Non-Qualified Deferred Compensation for 2024
| (1) These amounts are included in the “Summary Compensation Table for 2024” on page 29. |
Non-Qualified Deferred Compensation for 2024
| (2) The amounts in this column represent contributions by Trustmark under the NQDC Plan based on Trustmark’s performance in 2023. |
Non-Qualified Deferred Compensation for 2024
| (3) The amounts in this column consist of investment gains and losses for 2024 and do not include any above-market earnings. |
Non-Qualified Deferred Compensation for 2024
| (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 2024: Dewey – $678,231, Owens – $45,533, Harvey – $52,830, Stevens – $46,629, and Tate – $56,108. |
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, 2024. The amounts shown are estimates and assume that the termination or change in control event occurred on December 31, 2024. 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, 2024, 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, 2024, and references to such agreement in the footnotes below refer to the agreement in effect as of December 31, 2024. For a description of his employment agreement, please see “Employment and Change in Control Agreements with NEOs” beginning on page 40.
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) | --- | $1,746,427 | | | Covenant Payment (3) | $3,492,854 | 3,492,854 | | | Restricted Stock -- Accelerated Vesting (4) | 1,723,645 | 2,106,140 | | | Executive Deferral Plan (5)(6) | --- | --- | | | Health & Welfare Benefits (7) | 78,820 | 118,230 | | | Totals | $5,295,319 | $7,463,651 | | Thomas C. Owens | Severance (3) | --- | $1,449,758 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $453,096 | 698,781 | | | Executive Deferral Plan (6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 42,995 | | | Totals | $453,096 | $2,191,534 | | Robert B. Harvey | Severance (3) | --- | $1,568,870 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $533,227 | 681,096 | | | Executive Deferral Plan (5)(6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 40,230 | | | Totals | $533,227 | $2,290,196 | | Wayne A. Stevens | Severance (3) | --- | $1,429,332 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $451,115 | 628,041 | | | Executive Deferral Plan (5)(6) | --- | 66,076 | | | Health & Welfare Benefits (7) | --- | 53,145 | | | Totals | $451,115 | $2,176,594 | | Granville Tate, Jr. | Severance (3) | --- | $1,568,870 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $545,041 | 716,466 | | | Executive Deferral Plan (6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 40,955 | | | Totals | $545,041 | $2,326,291 |
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. |
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 ($693,600 for 2024), in addition to accrued but unpaid compensation to date of termination. |
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. |
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 $35.37 as of December 31, 2024, plus the amount of accumulated cash dividends attributable to the shares of restricted stock vesting. |
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. |
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, 2024. The actuarial assumptions used to calculate the incremental benefit are the same as the assumptions in the “Pension Benefits for 2024” table using a 5.30% rate for present value computations. Messrs. Dewey and Harvey were already fully vested as of December 31, 2024, 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. |
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. |
2024 Pay Ratio Disclosure
2024 Pay Ratio Disclosure For 2024, the ratio of the total compensation of Trustmark’s CEO to the total compensation of Trustmark’s median employee was 52 to 1. To calculate this ratio, Trustmark identified its median employee as of December 31, 2024 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. Once identified, the median employee’s total compensation for 2024 was determined in accordance with Item 402(c)(2)(x) of Regulation S-K to be $62,825, as compared to total compensation of $3,241,681 for Trustmark’s CEO.
Pay-Versus-Performance
| Year | Summary Compensation Table Total for CEO ($) | 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 (1) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in thousands) ($) | ROATE (4) (%) | | | | | | | Trustmark Total Shareholder Return ($) | S&P 500 Regional Banks Total Shareholder Return (3) ($) | | | | 2024 | $3,241,681 | $4,049,459 | $1,289,070 | $1,542,097 | $120.56 | $102.05 | $223,009 | 12.71% | | 2023 | $2,840,046 | $2,327,122 | $1,077,576 | $951,013 | $92.30 | $78.33 | $165,489 | 12.95% | | 2022 | $2,739,279 | $2,810,846 | $1,047,684 | $1,056,136 | $111.19 | $99.93 | $71,887 | 10.78% | | 2021 | $2,472,426 | $2,666,493 | $1,151,155 | $1,222,268 | $100.46 | $134.16 | $147,365 | 10.38% | | 2020 | $3,616,342 | $2,317,370 | $1,277,423 | $948,065 | $82.09 | $95.47 | $160,025 | 11.71% |
Pay-Versus-Performance
| (1) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the CEO or the non-CEO NEOs as a group, as applicable, 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 or the non-CEO NEOs as a group during the applicable year. See the “Adjustments to Calculate Compensation Actually Paid” table on page 38 for details of the adjustments to total compensation as shown in the Summary Compensation Table to determine compensation actually paid in accordance with Item 402(v) of Regulation S-K. |
Pay-Versus-Performance
| (1) Represents amounts reported in “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table for each applicable year (and the average of such amounts for the Non-CEO NEOs). |
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 2024, 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 2024, 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 2024, each director also received an award of time-based restricted stock under the Trustmark 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 2024, all of the current directors, except Mr. Eduardo and Mrs. Turnipseed, 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, 2024, ranges from $51,000 to $78,000 (taking into account the March 1, 2010, benefit accrual freeze) for current directors who elected to participate in the plan. Trustmark has purchased life insurance contracts on participating directors to fund the benefits under this plan. Non-employee directors may defer all or a part of their annual retainer fees pursuant to the NQDC Plan. The compensation deferred is credited to an account, which is deemed invested in and mirrors the performance of one or more designated investment funds available under the plan and selected at the option of the director. The deferred compensation account will be paid in a lump sum or in annual installments at a designated time upon the occurrence of an unforeseen emergency or upon a director’s retirement or cessation of service on the Board.
Director Compensation for 2024
Director Compensation for 2024 The following table provides director compensation information for the year ended December 31, 2024.
Director Compensation for 2024
| Name (1) | Fees Earned or Paid in Cash (2) ($) | 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 | $57,635 | --- | --- | --- | $1,977 | $127,112 | | William A. Brown | $50,000 | $57,635 | --- | --- | --- | $1,977 | $109,612 | | Augustus L. Collins | $65,833 | $57,635 | --- | --- | --- | $1,977 | $125,445 | | Tracy T. Conerly | $57,667 | $57,635 | --- | --- | --- | $1,977 | $117,279 | | Marcelo Eduardo | $72,500 | $57,635 | --- | --- | --- | $1,977 | $132,112 | | J. Clay Hays Jr., M.D. | $70,000 | $57,635 | --- | --- | --- | $1,977 | $129,612 | | Gerard R. Host | $150,000 | $57,635 | --- | --- | --- | $1,977 | $209,612 | | Harris V. Morrissette | $55,500 | $57,635 | --- | --- | --- | $1,977 | $115,112 | | Richard H. Puckett | $97,500 | $57,635 | --- | --- | --- | $1,977 | $157,112 | | William G. Yates III | $47,500 | $57,635 | --- | --- | --- | $1,977 | $107,112 |
Director Compensation for 2024
| (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 2024” on page 29. Mrs. Turnipseed is not included in this table as she did not serve as a director during 2024. |
Director Compensation for 2024
| (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. |
Director Compensation for 2024
| (3) On April 23, 2024, each non-employee director received 2,092 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 23, 2024, grants of restricted stock units will vest on April 23, 2025. 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 16 to Trustmark’s audited financial statements for the year ended December 31, 2024, in Trustmark’s 2024 Form 10-K. At December 31, 2024, each non-employee director held 2,092 shares of unvested time-based restricted stock units. |
Director Compensation for 2024
| (4) No stock option awards were made during 2024. At December 31, 2024, none of the non-employee directors held any stock options. |
Director Compensation for 2024
| (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 15 to Trustmark’s audited financial statements for the year ended December 31, 2024, in Trustmark’s 2024 Form 10-K. Decreases in pension value of the Directors’ Deferred Fee Plan benefits were due to both receiving benefits during 2024. Negative changes in pension values were as follows: Baker — ($59,276); Puckett — ($83,858). |
Director Compensation for 2024
| (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 2024. These dividends are accumulated and will vest and be paid only when and to the extent the related restricted shares vest. |