DEF 14A of Trustmark Corp
Filed Mar 16, 2026 · FY20250001193125-26-107265
PROXY VOTING/REVOCATION
| 2025 Pay Ratio Disclosure | 37 | | Pay-Versus-Performance | 38 | | Adjustments to Calculate Compensation Actually Paid | 39 | | Relationship Between Pay and Performance | 40 | | Relationship Between Compensation Actually Paid and Company TSR | 40 | | Relationship Between Compensation Actually Paid and Net Income | 40 | | Relationship Between Compensation Actually Paid and Return on Average Tangible Equity | 41 | | Company TSR versus S&P 500 Regional Banks TSR | 41 | | Tabular List of Financial Performance Measures | 41 | | Employment and Change in Control Agreements with NEOs | 41 | | Employment Agreement with Mr. Dewey | 41 | | Certain Defined Terms Used in Dewey Agreement | 42 | | Change in Control Agreements with Other NEOs | 43 | | DIRECTOR COMPENSATION | 43 | | Director Compensation for 2025 | 44 | | PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 45 | | PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR | 45 | | AUDIT COMMITTEE REPORT | 45 | | Principal Accountant Fees | 46 | | Pre-Approval Policy | 46 | | RELATED PARTY TRANSACTIONS | 46 | | INSIDER TRADING POLICY | 47 | | BENEFICIAL OWNERSHIP OF TRUSTMARK STOCK | 48 | | DELINQUENT SECTION 16(a) REPORTS | 49 | | PROPOSALS OF SHAREHOLDERS | 49 | | COST OF PROXY SOLICITATION | 49 | | AVAILABILITY OF PROXY MATERIALS | 49 |
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. 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, 69 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, 68 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, 61 Director of Trustmark since 2015 (Independent Director) Trustmark Corporation Committees: • Audit • Finance | Career Highlights: • Partner, Carr, Riggs & Ingram, LLC (Accounting) |
The Nominees
Experience and qualifications: Ms. Conerly is a certified public accountant and a former certified valuation analyst. Her experience as a 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. Ms. 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. Ms. 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, 67 Director of Trustmark since 2020 (Non-Independent Director) Trustmark Corporation Committees: • Executive | Career Highlights: • President and Chief Executive Officer, Trustmark Corporation • President and Chief Executive Officer, Trustmark 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 22 years of experience at Trustmark and 40 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. In addition, Mr. Dewey serves on the newly formed Mississippi Business Alliance Board of Directors as 2nd Vice Chair and will become Chair in 2028. He previously served on the Mississippi Economic Council Operating Board and Board of Governors from 2021 to 2025, and as 2nd Vice Chair from 2024 to 2025, and Treasurer of the Board from 2023 to 2024. In addition, Mr. Dewey serves on the Mississippi Partnership for Economic Development and served as Chair in 2025. Beginning January 1, 2026, Mr. Dewey became a member of the Federal Advisory Council representing the Sixth Federal Reserve District. Mr. Dewey is a member of the National Association of Corporate Directors.
The Nominees
| | Marcelo Eduardo, 63 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., 60 Director of Trustmark since 2017 (Independent Director) Trustmark Corporation Committees: • Enterprise Risk (Chair) • Executive • Nominating & Governance | Career Highlights: • Cardiologist, Partner, Jackson Heart Clinic, PA |
The Nominees
Experience and qualifications: Dr. Hays is a cardiologist and partner 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, 71 Director of Trustmark since 2010 (Independent Director) • 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 Bank • Former President and CEO, Trustmark Corporation and Trustmark Bank |
The Nominees
Experience and qualifications: Mr. Host has served as Chair of the Boards 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, 66 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, 71 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, Puckett Machinery Company (Distributor of Heavy Earth Moving Equipment and Engine Power Systems) |
The Nominees
Experience and qualifications: Mr. Puckett is the chairman 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 provide valuable perspective to the Board. He also served on the Bank Board’s Credit Policy Committee (the responsibilities of which are now performed by the Enterprise Risk Committee). Mr. Puckett’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. Mr. Puckett is a member of the National Association of Corporate Directors.
The Nominees
| | Lea B. Turnipseed, 53 Director of Trustmark since 2025 (Independent Director) Trustmark Corporation Committees: • Enterprise Risk • Audit | Career Highlights: • Vice President and General Auditor, Entergy Corporation |
The Nominees
Experience and qualifications: Ms. 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. Ms. Turnipseed serves on the newly formed Mississippi Business Alliance Foundation Board of Directors. She previously served on the Board of Governors of the Mississippi Economic Council from 2013 to 2025 and on the Operating Board of the Mississippi Economic Council from 2019 to 2025. Ms. Turnipseed 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, Mississippi from 2019 to 2022. She 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 and qualifies her for service as one of the Board’s audit committee financial experts. Ms. Turnipseed is a member of the National Association of Corporate Directors.
The Nominees
| | William G. Yates III, 53 Director of Trustmark since 2009 (Independent Director) 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, Mr. Yates serves on the newly formed Mississippi Business Alliance Board of Directors. He previously served on the Mississippi Economic Council Board of Directors from 2011 to 2025, including as a former chairman. Mr. Yates also serves on the Mississippi Partnership for Economic Development Board of Directors. He is a member of the National Association of Corporate Directors.
Executive Summary
For more information on return on average tangible equity and tangible book value per share, which are non-GAAP financial measures, including a reconciliation of such measures to amounts reported under GAAP, please see the section entitled “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Trustmark’s 2025 Form 10-K. 2025 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 2025 are aligned with Trustmark’s financial performance and are consistent with the design of Trustmark’s program:
Executive Summary
| • | Annual Incentives. For 2025, Trustmark’s performance resulted in payouts for the NEOs under the MIP, that, on average, achieved 180% of target, out of a maximum potential payout of 200%. For further information regarding the MIP, see “2025 Executive Compensation Program in Detail – Annual Management Incentive Plan (MIP)” on page 23. |
Executive Summary
| • | Long-Term Equity Incentives (LTI). Trustmark’s performance over the three years ended December 31, 2025 resulted in combined vesting for performance share units (PSUs) granted in 2023 of 165.0% out of a maximum potential vesting of 200%. For further information regarding LTIs, see “2025 Executive Compensation Program in Detail – Long Term Equity Incentives (LTI Awards)” on page 25. |
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 guaranteed bonuses or guaranteed long-term incentive awards |
Executive Summary
| | No “single-trigger” severance payments or restricted stock vesting for change in control |
What Guides Our Program
| Key Elements of Compensation. The following table summarizes key elements of Trustmark’s executive compensation | | | | program and the primary objectives each element supports: | | | | 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 2025, 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 2025. These charts illustrate that a majority of target annual total direct compensation is variable (66% for our CEO and an average of 56% 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
| • | updated competitive market analysis for the Executive Strategy Committee, presented in 2025, 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
| • | market data regarding director compensation, |
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 2025, 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. Although the Committee and the Board do not set compensation levels for our NEOs solely on peer group data and survey data, as a general matter they believe it is appropriate for our NEOs’ total direct compensation to be competitive in alignment to applicable peer group and market standing for comparable positions. 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 2025 compensation peer group listed below included 21 companies with assets ranging from $12.0 billion to $35.2 billion (65% to 191% of our asset size) and market capitalizations between $1.5 billion and $6.6 billion. For 2025, Trustmark’s peer group consisted of the following companies:
2025 Executive Compensation Program in Detail
2025 Executive Compensation Program in Detail Base Salaries. Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. In establishing the CEO’s base salary, the Committee considers peer group and market data provided by its independent compensation consultant, as well as internal data provided by Human Resources. The Committee also takes into account the CEO’s individual performance and contributions relative to Trustmark’s corporate goals. In establishing base salaries of the other NEOs, the Committee considers the recommendations of the CEO, which are based on individual responsibility level, individual and company performance, total compensation histories for each such NEO, as well as peer group and market data provided by its independent compensation consultant. The Committee also evaluates each NEO’s overall span of responsibility and control, knowledge and leadership ability. Based on its review and upon the Committee’s recommendation, the Board approved base salary increases of 6.7% for Mr. Dewey and 13.4% for Mr. Owens. The Bank Board approved base salary increases of 4.0% for Mr. Stevens and 3.0% for Messrs. Harvey and Tate, in each case effective as of July 1, 2025. The comparatively larger increases in base salary for Mr. Dewey and Mr. Owens for 2025 reflects the Committee’s and Board’s desire to more closely align their salaries to comparable positions within the applicable peer group and market positioning, which is consistent with the Committee’s guiding philosophy for executive compensation to be competitive. The base salaries in effect during 2024 and 2025 are shown below:
2025 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 2025 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. Annual MIP awards for executives are subject to the terms of Trustmark’s executive compensation clawback policy (the Clawback Policy) as such may be in effect from time to time, as well as any similar provisions of applicable law, which could in certain circumstances require repayment or forfeiture of incentives received with respect to the MIP awards. 2025 Target Award Opportunity. The Committee increased Mr. Dewey’s target annual opportunity from 80% in 2024 to 90% in 2025 and Mr. Stevens’ from 50% in 2024 to 60% in 2025, to better align with the market. All other NEO target annual award opportunities remained unchanged from 2024. As a result, NEO target award opportunities for 2025 were as follows:
2025 Executive Compensation Program in Detail
2025 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 2025 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 2025, 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 2025, 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 higher 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. The table below summarizes the corporate financial, strategic/operational performance metrics, weights, achievement goals, and actual results for the CEO for:
2025 Executive Compensation Program in Detail
| Performance Metrics | | 2025 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% | $2.80 | $3.29 | $3.78 | $3.72 | 1.88 | 94% | | Corporate Strategic/Operational: | | | | | | | | | Efficiency Ratio(1) | 20% | 66.01% | 62.87% | 59.73% | 61.74% | 1.36 | 27% | | NPAs/Total loans (incl. LHFS + ORE) | 10% | 0.97% | 0.81% | 0.65% | 0.65% | 2.00 | 20% | | Adjusted Non-Interest Expense (Core)(2) | 20% | $531.303 | $520.885 | $510.467 | $507.725 | 2.00 | 40% | | TOTAL: | 100% | | | | | | 181% |
2025 Executive Compensation Program in Detail
| Name | Target (% of base salary) | Target ($) | 2025 Actual MIP Award (% of Target) | 2025 Actual MIP Award ($)(1) | | Duane A. Dewey | 90% | $832,500 | 181.08% | $1,507,473 | | Thomas C. Owens | 60% | $300,000 | 181.08% | $543,250 | | Robert B. Harvey | 60% | $266,189 | 181.08% | $482,024 | | Wayne A. Stevens | 60% | $265,010 | 176.87% | $468,715 | | Granville Tate, Jr. | 60% | $266,189 | 181.08% | $482,024 |
2025 Executive Compensation Program in Detail
These 2025 annual cash bonus amounts are presented as Non-Equity Incentive Plan Compensation for 2025 in the “Summary Compensation Table for 2025” on page 30. Long-Term Equity Incentives (LTI awards) . LTI awards are designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of the Company’s NEOs with those of its shareholders and generally constitute the largest non-cash component of each NEO’s total compensation package. LTI awards are granted under the Trustmark Stock Plan. LTI awards (whether vested or unvested) are subject to the terms of Trustmark’s Clawback Policy as such may b e in effect from time to time, as well as any similar provisions of applicable law, which could in certain circumstances require repayment or forfeiture of LTI awards or any shares of Trustmark common stock or other cash or property received with respect to the awards. Trustmark does not grant equity awards in anticipation of the release of material non-public information, and the release of earnings information or other material non-public information is not timed on the basis of equity award grant dates. When granting annual LTI awards, the Committee considers different types of equity vehicles, and for 2025 grants, approved LTI awards as follows:
2025 Executive Compensation Program in Detail
| Equity Vehicle | Weight | Objectives and Design | | Performance Share Units (PSUs) | 50% | ● Rewards achievement of financial goals meas ured over a three-year performance period (January 1, 2025 — December 31, 2027) ● 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 |
2025 Executive Compensation Program in Detail
| Name | PSUs (at Target)* ($) | RSUs* ($) | Total ($) | | Duane A. Dewey | $500,000 | $500,000 | $1,000,000 | | Thomas C. Owens | $150,000 | $150,000 | $300,000 | | Robert B. Harvey | $150,000 | $150,000 | $300,000 | | Wayne A. Stevens | $150,000 | $150,000 | $300,000 | | Granville Tate, Jr. | $150,000 | $150,000 | $300,000 |
2025 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 12, 2025. The 10-day average (1/30/2025 – 2/12/2025) closing stock price was $37.91. The grant date fair value of the PSUs and RSUs granted in 2025 are shown in the “Grants of Plan-Based Awards for 2025” table on page 32. A Closer Look at PSUs. For PSUs granted in 2025, the performance period began January 1, 2025, and continues through December 31, 2027. Consistent with past years, PSUs vest based on the achievement of Company performance goals related to ROATE and TSR over a three-year period.
2025 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 GAAP. |
2025 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. |
2025 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.
2025 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% |
2025 Executive Compensation Program in Detail
| Name | Target PSUs Granted | Actual PSUs Earned | | Duane A. Dewey | 14,097 | 23,260 | | Thomas C. Owens | 4,146 | 6,841 | | Robert B. Harvey | 4,146 | 6,841 | | Wayne A. Stevens | 4,146 | 6,841 | | Granville Tate, Jr. | 4,146 | 6,841 |
Other Compensation Practices, Policies & Guidelines
In 2023, Mr. Dewey, and in 2025, Mr. Harvey, 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 through 2025 were delayed, and payments to Mr. Harvey for 2025 were delayed. See the “Pension Benefits for 2025” table on page 34 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 2026 Trustmark contributed an aggregate amount of $155,000 to the CEO’s and other NEOs’ accounts. The contributions made in March 2026 in respect of 2025 performance were dependent on reaching Trustmark’s performance threshold of 95% of the established EPS target for 2025. 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 such years were delayed. See the “Non-Qualified Deferred Compensation for 2025” table on page 35 for more information regarding this plan and see the “Summary Compensation Table for 2025” on page 30 and the “All Other Compensation for 2025” table on page 31 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 2025” table on page 31. 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 41. Analysis of Risk Associated with Trustmark’s Compensation Policies and Practices. In late 2025 and early 2026, 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 17, 2026.
Summary Compensation Table for 2025
Summary Compensation Table for 2025 The following table summarizes the compensation components for each person who served as CEO and CFO during 2025, as well as the next three most highly compensated executive officers during 2025, and indicates their positions as of December 31, 2025. 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 2025
| 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 Bank | 2025 | $896,000 | --- | $991,904 | --- | $1,507,473 | $117,483 | $122,830 | $3,635,690 | | | 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 | | Thomas C. Owens Treasurer and Principal Financial Officer, Trustmark Corporation Executive Vice President, Chief Financial Officer, Trustmark Bank | 2025 | $470,500 | --- | $297,583 | --- | $543,250 | --- | $76,919 | $1,388,252 | | | 2024 | $430,500 | --- | $324,788 | --- | $529,200 | --- | $60,116 | $1,344,604 | | | 2023 | $416,667 | --- | $247,110 | --- | $268,758 | --- | $66,634 | $999,169 | | Robert B. Harvey Executive Vice President, Chief Credit and Operations Officer, Trustmark Bank | 2025 | $437,187 | --- | $297,583 | --- | $482,024 | $102,504 | $64,683 | $1,383,981 | | | 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 | | Wayne A. Stevens President – Retail Banking, Trustmark Bank | 2025 | $433,190 | --- | $297,583 | --- | $468,715 | $106,767 | $85,550 | $1,391,805 | | | 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 | | Granville Tate, Jr. Secretary, Trustmark Corporation Executive Vice President, Chief Administrative Officer, and Secretary, Trustmark Bank | 2025 | $437,187 | --- | $297,583 | --- | $482,024 | --- | $77,250 | $1,294,044 | | | 2024 | $426,503 | --- | $343,938 | --- | $506,103 | --- | $67,167 | $1,343,711 | | | 2023 | $419,900 | --- | $247,110 | --- | $324,184 | --- | $75,207 | $1,066,401 |
Summary Compensation Table for 2025
| (1) No discretionary bonuses were awarded to the NEOs for 2025, 2024 or 2023. |
Summary Compensation Table for 2025
| (2) The amounts in this column reflect restricted stock units granted to the NEOs during 2025, 2024, and 2023 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 share units, on the then-anticipated outcome and excluding the impact of estimated forfeitures. These awards include performance share units that will vest only if the related performance measures are achieved. For the performance share units granted in 2025, 2024, and 2023, 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 2025
| | 2025 | 2024 | 2023 | | Dewey | $787,799 | $678,414 | $554,830 | | Owens | $236,340 | $199,551 | $163,178 | | Harvey | $236,340 | $199,551 | $163,178 | | Stevens | $236,340 | $199,551 | $163,178 | | Tate | $236,340 | $199,551 | $163,178 |
Summary Compensation Table for 2025
| 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, 2025, in Trustmark’s 2025 Form 10-K. |
Summary Compensation Table for 2025
| (3) No stock option awards were made during 2025, 2024, or 2023. Trustmark does not have any stock options outstanding currently. |
Summary Compensation Table for 2025
| (4) This column shows the value of annual cash bonuses earned under Trustmark’s management incentive plan. |
Summary Compensation Table for 2025
| (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, decreases in pension value of the Executive Deferral Plan benefits were largely the result of an increase in the 2024 discount rates. In 2025 and 2023, increases in pension value of the Executive Deferral Plan benefits were largely the result of a decrease in the 2025 and 2023 discount rate. 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 in pension values for 2024 were as follows: |
Summary Compensation Table for 2025
| | 2024 | | Dewey | --- | | Owens | --- | | Harvey | $(4,484) | | Stevens | $(10,831) | | Tate | --- |
Summary Compensation Table for 2025
| (6) See the following table for details of all other compensation for 2025. |
Grants of Plan-Based Awards for 2025
Grants of Plan-Based Awards for 2025 The following table presents information regarding incentive-based cash bonuses and equity awards granted to the NEOs during or for the year ended December 31, 2025, under Trustmark’s annual management incentive plan (cash), the Trustmark Stock Plan (restricted stock units) and, in the case of incentive-based awards, reflects the amounts that could be earned or received under such awards:
Grants of Plan-Based Awards for 2025
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (3) (#) | Options (#) | Awards ($/Sh) | Awards (4) ($) | | Duane A. Dewey | | $416,250 | $832,500 | $1,665,000 | --- | --- | --- | --- | --- | --- | --- | | | 2/12/2025 | --- | --- | --- | 2,308 | 13,190 | 26,380 | --- | --- | --- | $496,129 | | | 2/12/2025 | --- | --- | --- | --- | --- | --- | 13,189 | --- | --- | $495,775 | | Thomas C. Owens | | $150,000 | $300,000 | $600,000 | --- | --- | --- | --- | --- | --- | --- | | | 2/12/2025 | --- | --- | --- | 692 | 3,957 | 7,914 | --- | --- | --- | $148,839 | | | 2/12/2025 | --- | --- | --- | --- | --- | --- | 3,957 | --- | --- | $148,744 | | Robert B. Harvey | | $133,095 | $266,189 | $532,378 | --- | --- | --- | --- | --- | --- | --- | | | 2/12/2025 | --- | --- | --- | 692 | 3,957 | 7,914 | --- | --- | --- | $148,839 | | | 2/12/2025 | --- | --- | --- | --- | --- | --- | 3,957 | --- | --- | $148,744 | | Wayne A. Stevens | | $132,505 | $265,010 | $530,020 | --- | --- | --- | --- | --- | --- | --- | | | 2/12/2025 | --- | --- | --- | 692 | 3,957 | 7,914 | --- | --- | --- | $148,839 | | | 2/12/2025 | --- | --- | --- | --- | --- | --- | 3,957 | --- | --- | $148,744 | | Granville Tate, Jr. | | $133,095 | $266,189 | $532,378 | --- | --- | --- | --- | --- | --- | --- | | | 2/12/2025 | --- | --- | --- | 692 | 3,957 | 7,914 | --- | --- | --- | $148,839 | | | 2/12/2025 | --- | --- | --- | --- | --- | --- | 3,957 | --- | --- | $148,744 |
Grants of Plan-Based Awards for 2025
| (1) The amounts shown in these columns reflect possible payouts under the annual management incentive plan for 2025. 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, 2025. The amount of the award actually earned by the NEOs was recommended by the Committee on February 17, 2026 and approved by the Board on February 18, 2026. Amounts actually earned for 2025 are reported as Non-Equity Incentive Plan Compensation in the “Summary Compensation Table for 2025” on page 30. |
Grants of Plan-Based Awards for 2025
| (2) Reflects the performance share units granted on February 12, 2025. For a description of the vesting conditions and other features of the performance share units, please see “2025 Executive Compensation Program in Detail – Long-Term Equity Incentive (LTI) Awards” beginning on page 25. |
Grants of Plan-Based Awards for 2025
| (3) Reflects the number of time-based restricted stock units granted on February 12, 2025. For a description of the vesting conditions and other features of the time-based restricted stock units, please see “2025 Executive Compensation Program in Detail – Long-Term Equity Incentive (LTI) Awards” beginning on page 25. |
Grants of Plan-Based Awards for 2025
| (4) The amounts in this column reflect the grant date fair value of the performance share units 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 units computed in accordance with ASC Topic 718. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding unvested equity awards held by NEOs at December 31, 2025. All awards in the table below were granted under the Trustmark Stock Plan. None of the NEOs held any unexercised options at December 31, 2025.
Outstanding Equity Awards at 2025 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 | 2/15/2023 (3) | 14,096 | 549,039 | --- | --- | | | 2/15/2023 (4) | --- | --- | 23,260 | 905,977 | | | 2/14/2024 (3) | 15,811 | 615,838 | --- | --- | | | 2/14/2024 (5) | --- | --- | 15,812 | 615,877 | | | 2/12/2025 (3) | 13,189 | 513,712 | --- | --- | | | 2/12/2025 (6) | --- | --- | 13,190 | 513,751 | | | | 43,096 | $1,678,589 | 52,262 | $2,035,605 | | Thomas C. Owens | 2/15/2023 (3) | 4,146 | 161,487 | --- | --- | | | 2/15/2023 (4) | --- | --- | 6,841 | 266,457 | | | 2/14/2024 (3) | 4,650 | 181,118 | --- | --- | | | 2/14/2024 (5) | --- | --- | 4,651 | 181,156 | | | 12/3/2024 (3) | 2,000 | 77,900 | --- | --- | | | 2/12/2025 (3) | 3,957 | 154,125 | --- | --- | | | 2/12/2025 (6) | --- | --- | 3,957 | 154,125 | | | | 14,753 | $574,630 | 15,449 | $601,738 | | Robert B. Harvey | 2/15/2023 (3) | 4,146 | 161,487 | --- | --- | | | 2/15/2023 (4) | --- | --- | 6,841 | 266,457 | | | 2/14/2024 (3) | 4,650 | 181,118 | --- | --- | | | 2/14/2024 (5) | --- | --- | 4,651 | 181,156 | | | 12/3/2024 (3) | 1,500 | 58,425 | --- | --- | | | 2/12/2025 (3) | 3,957 | 154,125 | --- | --- | | | 2/12/2025 (6) | --- | --- | 3,957 | 154,125 | | | | 14,253 | $555,155 | 15,449 | $601,738 | | Wayne A. Stevens | 2/15/2023 (3) | 4,146 | 161,487 | --- | --- | | | 2/15/2023 (4) | --- | --- | 6,841 | 266,457 | | | 2/14/2024 (3) | 4,650 | 181,118 | --- | --- | | | 2/14/2024 (5) | --- | --- | 4,651 | 181,156 | | | 2/12/2025 (3) | 3,957 | 154,125 | --- | --- | | | 2/12/2025 (6) | --- | --- | 3,957 | 154,125 | | | | 12,753 | $496,730 | 15,449 | $601,738 | | Granville Tate, Jr. | 2/15/2023 (3) | 4,146 | 161,487 | --- | --- | | | 2/15/2023 (4) | --- | --- | 6,841 | 266,457 | | | 2/14/2024 (3) | 4,650 | 181,118 | --- | --- | | | 2/14/2024 (5) | --- | --- | 4,651 | 181,156 | | | 12/3/2024 (3) | 2,500 | 97,375 | --- | --- | | | 2/12/2025 (3) | 3,957 | 154,125 | --- | --- | | | 2/12/2025 (6) | --- | --- | 3,957 | 154,125 | | | | 15,253 | $594,105 | 15,449 | $601,738 |
Outstanding Equity Awards at 2025 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 2025 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, 2025, which was $38.95 per share. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Reflects time-based restricted stock units 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 2025 Fiscal Year-End
| (4) For awards granted on February 15, 2023, reflects the number of performance share units that vested under the award on February 17, 2026. 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 (165.0% 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 2025 Fiscal Year-End
| (5) 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 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 2025 Fiscal Year-End
| (6) For awards granted on February 12, 2025, reflects the target (100%) number of performance share units granted. The awards vest over a January 1, 2025, through December 31, 2027 performance period. For a description of the vesting conditions and other features of the performance share units and potential achievement units, please see “2025 Executive Compensation Program in Detail – Long-Term Equity Incentive (LTI) Awards” beginning on page 25. 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 2025
Option Exercises and Stock Vested for 2025 The following table presents information regarding restricted stock that vested during 2025 for each of the NEOs. None of the NEOs held or exercised options during 2025.
Option Exercises and Stock Vested for 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Duane A. Dewey | 34,406 | $1,316,020 | | Thomas C. Owens | 10,753 | $411,300 | | Robert B. Harvey | 10,753 | $411,300 | | Wayne A. Stevens | 10,753 | $411,300 | | Granville Tate, Jr. | 10,753 | $411,300 |
Option Exercises and Stock Vested for 2025
| (1) Represents the total number of restricted shares that vested during 2025, without taking into account any shares that were surrendered or withheld for applicable tax obligations. |
Option Exercises and Stock Vested for 2025
| (2) Value realized is the gross number of shares multiplied by the market price of Trustmark’s common stock on the date of vesting. |
Pension Benefits for 2025
Pension Benefits for 2025 The Executive Deferral Plan is discussed in more detail under “Executive Deferral Plan” on page 27. The following table shows the present value at December 31, 2025, of accumulated benefits payable to each NEO, including the number of years of service credited, under the Executive Deferral Plan, determined using interest rate and mortality rate assumptions included in Note 14 to Trustmark’s audited financial statements for the year ended December 31, 2025, in Trustmark’s 2025 Form 10-K.
Pension Benefits for 2025
| Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefit (2)(3) ($) | Payments During Last Fiscal Year (4) ($) | | Duane A. Dewey | Executive Deferral Plan | 22 | $1,466,119 | --- | | Thomas C. Owens | Executive Deferral Plan | --- | --- | --- | | Robert B. Harvey | Executive Deferral Plan | 20 | $1,337,486 | --- | | Wayne A. Stevens | Executive Deferral Plan | 22 | $1,031,782 | --- | | Granville Tate, Jr. | Executive Deferral Plan | --- | --- | --- |
Pension Benefits for 2025
| (1) This column reflects years of participation in the Executive Deferral Plan. Benefits accrue during a specified vesting period, which may be less than the years of credited service shown above. |
Pension Benefits for 2025
| (2) Excludes amounts under the Executive Deferral Plan which Mr. Stevens would not currently be entitled to receive because such amounts are not vested. In connection with a previous increase in annual retirement benefits, he becomes vested in the increased amount over time through the year he attains age 64. |
Pension Benefits for 2025
| (3) The present value of accumulated benefit is the discounted value of the vested annual benefit payable at retirement age as of December 31, 2025. |
Pension Benefits for 2025
| (4) The Executive Deferral Plan provides that payments shall be delayed if such payments would not be deductible under Section 162(m) of the Internal Revenue Code. As a result, all payments to Mr. Dewey for 2023, 2024, and 2025 were delayed. Also, payments to Mr. Harvey for 2025 were delayed. |
Non-Qualified Deferred Compensation for 2025
Non-Qualified Deferred Compensation for 2025 The NQDC Plan is discussed in more detail under “Non-Qualified Deferred Compensation Plan” on page 28. The following table presents information relating to each NEO’s participation in the plan:
Non-Qualified Deferred Compensation for 2025
| Name | Executive Contributions in Last Fiscal Year (1) ($) | 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 | $114,160 | $30,000 | $180,022 | --- | $1,480,501 | | Thomas C. Owens | --- | $21,255 | $10,949 | --- | $85,742 | | Robert B. Harvey | --- | $24,341 | $354,331 | --- | $1,415,828 | | Wayne A. Stevens | $104,688 | $20,518 | $129,828 | --- | $1,014,085 | | Granville Tate, Jr. | --- | $24,341 | $99,074 | --- | $760,249 |
Non-Qualified Deferred Compensation for 2025
| (1) These amounts are included in the “Summary Compensation Table for 2025” on page 30. |
Non-Qualified Deferred Compensation for 2025
| (2) The amounts in this column represent contributions by Trustmark under the NQDC Plan based on Trustmark’s performance in 2024. |
Non-Qualified Deferred Compensation for 2025
| (3) The amounts in this column consist of investment gains and losses for 2025 and do not include any above-market earnings. |
Non-Qualified Deferred Compensation for 2025
| (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 2025: Dewey – $864,379, Owens – $66,788, Harvey – $77,171, Stevens – $133,756, and Tate – $80,449. |
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, 2025. The amounts shown are estimates and assume that the termination or change in control event occurred on December 31, 2025. 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, 2025, 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, 2025, and references to such agreement in the footnotes below refer to the agreement in effect as of December 31, 2025. For a description of his employment agreement, please see “Employment and Change in Control Agreements with NEOs” beginning on page 41.
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) | --- | $1,989,753 | | | Covenant Payment (3) | $3,979,506 | 3,979,506 | | | Restricted Stock -- Accelerated Vesting (4) | 2,015,469 | 2,366,359 | | | Executive Deferral Plan (5)(6) | --- | --- | | | Health & Welfare Benefits (7) | 79,558 | 119,337 | | | Totals | $6,074,533 | $8,454,955 | | Thomas C. Owens | Severance (3) | --- | $1,738,958 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $546,001 | 779,954 | | | Executive Deferral Plan (6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 43,802 | | | Totals | $546,001 | $2,562,714 | | Robert B. Harvey | Severance (3) | --- | $1,715,430 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $654,716 | 759,999 | | | Executive Deferral Plan (5)(6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 40,805 | | | Totals | $654,716 | $2,516,234 | | Wayne A. Stevens | Severance (3) | --- | $1,551,566 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $517,146 | 700,134 | | | Executive Deferral Plan (5)(6) | --- | 54,304 | | | Health & Welfare Benefits (7) | --- | 53,720 | | | Totals | $517,146 | $2,359,724 | | Granville Tate, Jr. | Severance (3) | --- | $1,704,662 | | | Covenant Payment | --- | --- | | | Restricted Stock -- Accelerated Vesting (4) | $694,626 | 799,909 | | | Executive Deferral Plan (6) | --- | --- | | | Health & Welfare Benefits (7) | --- | 41,510 | | | Totals | $694,626 | $2,546,081 |
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 ($832,500 for 2025), 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 units and actual service and actual performance in the case of performance share units 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 share units 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 share units and achievement units. The value of the restricted stock and achievement units upon vesting is based on the closing market price per share of $38.95 as of December 31, 2025, 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, 2025. The actuarial assumptions used to calculate the incremental benefit are the same as the assumptions in the “Pension Benefits for 2025” table using a 4.99% rate for present value computations. Messrs. Dewey and Harvey were already fully vested as of December 31, 2025, 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. |
2025 Pay Ratio Disclosure
2025 Pay Ratio Disclosure For 2025, the ratio of the total compensation of Trustmark’s CEO to the total compensation of Trustmark’s median employee was 57 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. Trustmark used the same median employee in 2025 as in 2024, 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 2025 was determined in accordance with Item 402(c)(2)(x) of Regulation S-K to be $64,163, as compared to total compensation of $3,635,690 for Trustmark’s CEO.
Pay-Versus-Performance
| Year | Summary Compensation Table Total for CEO ($) | 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) ($) | | | | 2025 | $3,635,690 | $3,704,208 | $1,364,521 | $1,376,653 | $165.91 | $126.79 | $224,135 | 12.97% | | 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% |
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 39 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 Com pen sation 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 2025, 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. During 2025, a review of peer data supported the Committee’s decision to recommend increasing the cash retainer and the restricted stock compensation for non-employee directors to better align with peer levels. The Board approved the Committee’s recommendation. For 2025, cash compensation for non-employee directors was comprised of an annual retainer of $45,000 from January through April and increased to $52,500 from May through December for their combined service on the Trustmark Board and the Bank Board. Annual retainer fees were paid monthly. Directors are also eligible to be reimbursed for expenses incurred in attending Board and committee meetings. 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 received an annual retainer of $150,000 from January through April, which increased to $200,000 from May through December (inclusive of annual Board retainer and all committee memberships). For 2025, each director also received an award of time-based restricted stock units under the Trustmark Stock Plan valued at approximately $62,500, up from the $55,000 grant of the previous year. 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. Unvested time-based restricted stock units are counted as shares owned for purposes of the guidelines. Based on the most recent review of ownership level attainment in 2025, all of the current directors, except Ms. 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, 2025, ranges from $51,000 to $78,000 (taking into account the March 1, 2010, benefit accrual freeze) for current directors who elected to participate in the plan. Trustmark has purchased life insurance contracts on participating directors to fund the benefits under this plan. Non-employee directors may defer all or a part of their annual retainer fees pursuant to the NQDC Plan. The compensation deferred is credited to an account, which is deemed invested in and mirrors the performance of one or more designated investment funds available under the plan and selected at the option of the director. The deferred compensation account will be paid in a lump sum or in annual installments at a designated time upon the occurrence of an unforeseen emergency or upon a director’s retirement or cessation of service on the Board.
Director Compensation for 2025
Director Compensation for 2025 The following table provides director compensation information for the year ended December 31, 2025.
Director Compensation for 2025
| Name (1) | Fees Earned or Paid in Cash (2) ($) | 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 | $72,500 | $65,673 | --- | --- | $4,698 | $1,901 | $144,772 | | William A. Brown (7) | $16,667 | --- | --- | --- | --- | $502 | $17,169 | | Augustus L. Collins | $77,500 | $65,673 | --- | --- | --- | $1,901 | $145,074 | | Tracy T. Conerly | $58,000 | $65,673 | --- | --- | --- | $1,901 | $125,574 | | Marcelo Eduardo | $77,500 | $65,673 | --- | --- | --- | $1,901 | $145,074 | | J. Clay Hays Jr., M.D. | $75,000 | $65,673 | --- | --- | --- | $1,901 | $142,574 | | Gerard R. Host | $183,333 | $65,673 | --- | --- | --- | $1,901 | $250,907 | | Harris V. Morrissette | $60,500 | $65,673 | --- | --- | --- | $1,901 | $128,074 | | Richard H. Puckett | $102,500 | $65,673 | --- | --- | --- | $1,901 | $170,074 | | Lea B. Turnipseed | $54,375 | $65,673 | --- | --- | --- | $1,399 | $121,447 | | William G. Yates III | $52,500 | $65,673 | --- | --- | --- | $1,901 | $120,074 |
Director Compensation for 2025
| (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 2025” on page 30. |
Director Compensation for 2025
| (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 Ms. Conerly and Mr. Morrissette, the amounts also include fees paid for attendance at community bank advisory board meetings. |
Director Compensation for 2025
| (3) On April 22, 2025, each non-employee director was granted 1,943 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 22, 2025, grants of time-based restricted stock units will vest on April 22, 2026. 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, 2025, in Trustmark’s 2025 Form 10-K. At December 31, 2025, each non-employee director held 1,943 unvested time-based restricted stock units. |
Director Compensation for 2025
| (4) No stock option awards were made during 2025. At December 31, 2025, none of the non-employee directors held any stock options. |
Director Compensation for 2025
| (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 changes 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, 2025, in Trustmark’s 2025 Form 10-K. Changes in pension value of the Directors’ Deferred Fee Plan benefits reflect increases due to a reduced interest rate and decreases due to participants receiving benefits during 2025. Positive changes in pension values for Mr. Baker are shown in the table above and negative changes in pension values for Mr. Puckett were ($463). |
Director Compensation for 2025
| (6) The amounts in this column reflect the dividends credited to unvested time-based restricted stock units held by the directors on each dividend payment date during 2025. These dividends are accumulated and will vest and be paid only when and to the extent the related restricted shares vest. |
Director Compensation for 2025
| (7) Mr. Brown retired from the Board at the conclusion of the 2025 Annual Shareholders’ Meeting on April 22, 2025. |