DEF 14A

DEF 14A 1 d308392ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)


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Trustmark Corporation

(Name of Registrant as Specified in Its Charter)

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LOGO

Notice of Annual Meeting of Shareholders

The 2022 Annual Meeting of Shareholders of Trustmark Corporation (Trustmark) will be held as follows:

DATE AND TIME

Tuesday, April 26, 2022, at 1:00 p.m. CT

VIRTUAL ATTENDANCE

To facilitate shareholder participation, and in light of the ongoing effects of the COVID-19 pandemic, the Annual Meeting will be held virtually. You will be able to attend, vote and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TRMK2022 and entering the 16-digit control number printed in the box marked by the arrow on your proxy card or printed on your voting instruction form, notice of internet availability of proxy materials, or email previously received.

ITEMS OF BUSINESS

1)	To elect a board of 11 directors to hold office for the ensuing year or until their successors are elected and qualified.

2)	To provide advisory approval of Trustmark’s executive compensation.

3)	To approve an amendment of the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan (the “Plan”) to increase the number of authorized shares that may be issued under the Plan and to update the Plan’s provisions addressing dividends and dividend equivalents.

4)	To ratify the selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2022.

5)	To transact such other business as may properly come before the meeting.

RECORD DATE

Shareholders of record on March 1, 2022, are entitled to notice of and to vote at the Annual Meeting.

PROXY VOTING/REVOCATION

Your vote is important. You are urged to vote your shares as soon as possible, whether or not you plan to attend the meeting. Please vote your shares in one of the following ways:

•

You may vote your shares by Internet by following the instructions on the Notice of Internet Availability or proxy card.

•

You may vote using your smartphone by following the instructions on the Notice of Internet Availability or proxy card.

•

If you received a printed copy of the proxy statement, you may also vote your shares by signing and returning the enclosed proxy card in the enclosed reply envelope.

If you attend the meeting virtually, you may revoke your proxy prior to the voting thereof. You may also revoke your proxy by following the instructions on page 4 of the proxy statement.

LOGO

Granville Tate, Jr.

Secretary

March 14, 2022

LOGO

Trustmark Corporation

P. O. Box 291

Jackson, Mississippi 39205

March 14, 2022

Dear Shareholder:

On behalf of your Board of Directors, we cordially invite you to attend Trustmark’s Annual Shareholders’ Meeting on April 26, 2022, at 1:00 p.m. CT. Due to the public health impact of the COVID-19 pandemic, the meeting will be held virtually. At the meeting, you will have the opportunity to elect 11 directors who bring diverse perspectives and valuable leadership skills to Trustmark. Their guidance will enable us to successfully compete in an evolving industry and continue our steadfast commitment to the customers, associates, shareholders and communities we have the privilege of serving. Your vote is important to us. The proposals to be considered are described in this proxy statement, and instructions on how to vote your shares may be found on page 4. We encourage you to vote your shares in advance of the meeting to ensure the presence of a quorum.

While the pandemic continued to impact the ways in which we live, work, and interact with one another, it did not alter our ability to provide the financial solutions our customers have come to expect from Trustmark. We implemented additional health and safety measures to ensure the well-being of our customers and associates. We also utilized technology to facilitate virtual meetings and implemented a secure and efficient remote work alternative for our associates. Customers embraced the convenience and flexibility of our robust digital banking applications, as well as our expanded ATM/ITM network. They also appreciated the ability to meet face-to-face, utilizing our physical branch network for advice and consultation.

During 2021, we continued to build upon and expand customer relationships as reflected by solid performance in our banking, mortgage banking, wealth management and insurance businesses. Net income and diluted earnings per share remained strong following record levels attained in 2020, and we continued investments to enhance our franchise and competitive position. We also returned capital to shareholders through consistent quarterly dividends and made significant contributions to strengthen our communities. Looking forward, we remain focused on providing the financial services and advice our customers have come to expect while building long-term value for our shareholders.

We invite you to review our Form 10-K and our 2021 Year in Review, both of which are available at investorrelations.trustmark.com or in hard copy upon request. These documents will provide more detailed information about your company.

Thank you for your continued support of Trustmark and your participation in this important process.


Sincerely,

Gerard R. Host				Duane A. Dewey
Executive Chairman				President and Chief Executive Officer

LOGO

TABLE OF CONTENTS


PROXY SUMMARY			1
Information About the 2022 Annual Meeting			1
Proposals			1
Financial Highlights – 2021			1
Corporate Governance Highlights			1
Executive Compensation Highlights			2
Environmental, Social and Governance/Corporate Social Responsibility (ESG/CSR)			2
GENERAL INFORMATION			3
Introduction			3
Meeting Date and Time			3
Shareholders Entitled to Vote			3
Required Vote			3
How to Vote			4
Revoking Your Proxy			4
Voting on Other Matters			4
CORPORATE GOVERNANCE			4
Overview			4
Key Features of Trustmark’s Corporate Governance			5
Meetings of the Board of Directors			5
Director Attendance at the Annual Meeting			6
Director Independence			6
Board Leadership			6
Committees of the Board of Directors			6
Audit & Finance Committee			6
Enterprise Risk Committee			7
Executive Committee			7
Human Resources Committee			7
Nominating Committee			8
Board Oversight of Risk Management			8
Committee Membership			8
Communications with Directors			8
Nomination of Directors			9
Environmental, Social and Governance/Corporate Social Responsibility (ESG/CSR)			9
CSR Engagement and Investment			9
Human Capital and Workforce Diversity			10
Environmental and Sustainability			10
Director Qualifications			10
Personal Traits			11
Leadership Qualities			11
Individual Competencies			11
Specific Director Experience, Qualifications, Attributes and Skills			11
Board Diversity			12
PROPOSAL 1: ELECTION OF DIRECTORS			13
The Nominees			13
EXECUTIVE COMPENSATION			17
Compensation Discussion and Analysis			17
Guiding Philosophy			17
Key Elements of Compensation			17
Alignment Between Pay and Performance			17
2021 Say on Pay Vote			18
Board and Committee Process			18
Role of the Compensation Consultant			19
Benchmarking			19
Peer Group Data			19
Market Data			20
Compensation Mix			20
Base Salaries			21
Cash Bonuses			21


Annual Management Incentive Plan			21
Discretionary Bonus			23
Equity-Based Compensation			23
Performance Awards			23
Time-based Awards			24
Retirement Benefits			25
Executive Deferral Plan			25
Non-Qualified Deferred Compensation Plan			25
Perquisites; Other Benefits			26
Severance and Change in Control Benefits			26
Deductibility of Compensation			26
Policy Against Hedging and Limitations on Pledging.			27
Stock Ownership Guidelines			27
Executive Compensation Recoupment			27
Analysis of Risk Associated with Trustmark’s Compensation Policies and Practices			27
Summary Compensation Table for 2021			28
All Other Compensation for 2021			29
Grants of Plan-Based Awards for 2021			30
Outstanding Equity Awards at 2021 Fiscal Year-End			31
Option Exercises and Stock Vested for 2021			32
Pension Benefits for 2021			32
Non-Qualified Deferred Compensation for 2021			33
Potential Payments Upon Termination or Change in Control			34
Human Resources Committee Report			35
Human Resources Committee Interlocks and Insider Participation			35
2021 Pay Ratio Disclosure			35
Employment and Change in Control Agreements with NEOs			35
Employment Agreement with Mr. Dewey			35
Employment Agreement with Mr. Host			36
Certain Defined Terms Used in Dewey Agreement and Host Agreement			36
Change in Control Agreements with Other NEOs			37
DIRECTOR COMPENSATION			37
Director Compensation for 2021			38
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			39
PROPOSAL 3: AMENDMENT OF THE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES THAT MAY BE ISSUED UNDER THE PLAN AND TO UPDATE THE PLAN’S PROVISIONS ADDRESSING DIVIDENDS AND DIVIDEND EQUIVALENTS			39
Plan Highlights			40
Summary of the Plan			41
Types of Awards under the Plan			42
Federal Income Tax Consequences of Awards Granted Under the Plan			43
New Plan Benefits			45
Equity Compensation Plan Information			45
Vote Required			45
PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			45
AUDIT & FINANCE COMMITTEE REPORT			46
Principal Accountant Fees			46
Pre-Approval Policy			46
RELATED PARTY TRANSACTIONS			46
BENEFICIAL OWNERSHIP OF TRUSTMARK STOCK			49
PROPOSALS OF SHAREHOLDERS			50
COST OF PROXY SOLICITATION			50
AVAILABILITY OF PROXY MATERIALS			50
ANNEX A: Amendment No. 1 Dated February 16, 2022 to Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan			51
ANNEX B: Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan (effective as of April 28, 2015)			53

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. Please read the entire proxy statement carefully before voting as this is only a summary.

Information About the 2022 Annual Meeting


Time/Date:		Tuesday, April 26, 2022, at 1:00 p.m. CT

Virtual Attendance:		www.virtualshareholdermeeting.com/TRMK2022 You will be asked to enter your 16- digit control number printed in the box marked by the arrow on your proxy card or Notice of Internet Availability of Proxy Materials

Record Date:		March 1, 2022

Proposals



Proposal	Description	Board Recommendation
Proposal 1	Election of 11 directors to hold office for the ensuing year or until their successors are elected and qualified	“FOR” (for each nominee)

Proposal 2	Advisory approval of Trustmark’s executive compensation	“FOR”

Proposal 3	Amendment of the Amended and Restated Stock and Incentive Compensation Plan (the “Plan”) to increase the number of authorized shares that may be issued under the Plan and to update the Plan’s provisions addressing dividends and dividend equivalents	“FOR”

Proposal 4	Ratification of selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2022	“FOR”

Financial Highlights – 2021

Net income totaled $147.4 million, compared to record level of $160.0 million in the prior year; diluted earnings per share totaled $2.34, down 6.8% from the prior year

Produced return on average tangible equity of 10.81% (see “Alignment Between Pay and Performance” on page 17 for a description of return on average tangible equity)

Paid quarterly dividend of $0.23 per share, or $0.92 per share annually

Loans held for investment (HFI) increased $423.3 million, or 4.3%, from prior year to total $10.2 billion

Total deposits increased $1.0 billion, or 7.4%, from the prior year to total $15.1 billion

Credit quality remained strong; nonperforming assets declined 10.1% to represent 0.64% of loans HFI and held for sale (HFS); recoveries exceeded charge-offs by $3.7 million

Mortgage loan production exceeded $2.8 billion, following record production level of $3.0 billion in the prior year; mortgage banking revenue totaled $63.8 million in 2021

Insurance and Wealth Management businesses had a record year with revenue up 7.4% and 11.3%, respectively

Noninterest income totaled $221.9 million and represented 34.7% of total revenue

Repurchased $61.8 million, or approximately 1.9 million shares of common stock

Total risk-based capital ratio of 13.55% at year-end 2021

Completed voluntary early retirement program that reduced workforce by 3.6%

Expanded market optimization efforts with a net reduction of 10 offices during the year

Continued technology investments to enhance efficiency and productivity

Corporate Governance Highlights

Nine members of the Board of Directors of Trustmark (the Board) are independent.

Directors must notify Trustmark of changes in professional responsibilities and residence and comply with a directors’ attendance policy.

The Board has the authority to seek advice or counsel from external advisors as needed.

In the event the Board Chairman is not independent, the Chair of the Executive Committee, an independent director, serves as Lead Director.

Directors are subject to Trustmark stock ownership requirements.

The Board has adopted, and annually reviews, formal charters for the Board and its committees to address the governance guidelines and responsibilities of each.

A CEO succession planning process is in place to promote continuity of leadership and an orderly transition upon the CEO’s retirement or other termination of employment.

Directors are required to retire at the age of 70.

Executive Compensation Highlights

What we do:

✓

Substantial portion of executive pay based on performance against goals set by the Board

✓

Stock ownership requirements for executive officers

✓

Independent compensation consultant regularly advises the Human Resources Committee

✓

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

✓

Clawback provisions that permit Trustmark to recover incentive-based compensation under certain circumstances

✓

Use of peer company data to help set executive compensation

✓

Annual advisory votes on executive compensation

✓

Oversight of compensation by Human Resources Committee, which is comprised solely of independent directors

Independent directors meet without management present.

The Board has adopted codes of conduct/ethics for directors, senior financial officers and associates.

The Executive Committee of the Board reviews the corporate governance structure and annually evaluates each director’s performance against specific performance criteria designed to evaluate the director’s contributions.

What we don’t do:

×	No automatic or guaranteed annual salary increases

×	No guaranteed bonuses or guaranteed long-term incentive awards

×	No tax gross-ups for executive officers

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

×	No hedging of Trustmark stock

×	No excessive perquisites

Environmental, Social and Governance/Corporate Social Responsibility (ESG/CSR)

Committed to robust community engagement, informed policies and procedures, and responsible philanthropy to strengthen communities

Contributed more than $4.4 million in 2021 to community-based programs and sponsorships with focus on supporting at-risk children and families and financial literacy initiatives

Provided continued financial literacy and individual counseling through partnership with Operation HOPE, Inc. in Memphis, TN; program expanded to Montgomery, AL and Jackson, MS in 2021

Dedicated to serving diverse and underserved communities; enhanced product offerings to meet special credit needs of low-to-moderate income individuals and communities

Expanded commitment to financial literacy through EVERFI, Inc.; 4,970 students participated in Trustmark’s Financial Scholars program in 2021

Formed collaborative relationships through the OCC’s Project REACh initiative with minority depository institutions in Mobile, AL and Houston, TX to expand access to credit and capital

GENERAL INFORMATION

Introduction

Trustmark Corporation (Trustmark) is holding its 2022 Annual Meeting of Shareholders (the Annual Meeting) on Tuesday, April 26, 2022. This proxy statement is being sent on or about March 14, 2022, in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting and at any adjournment or postponement thereof.

Trustmark is furnishing this proxy statement over the Internet to most shareholders. These shareholders will not receive printed copies of the proxy statement and proxy card, and instead will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials, please see “Availability of Proxy Materials” on page 50 for additional information.

Meeting Date and Time

The Annual Meeting will be held in a virtual-only format on Tuesday, April 26, 2022, at 1:00 p.m. CT. In light of the ongoing effects of the COVID-19 pandemic, the Board has directed that the Annual Meeting be held virtually to allow remote participation by shareholders at the Annual Meeting. To attend the meeting virtually and to vote and submit questions during the Annual Meeting, you may visit www.virtualshareholdermeeting.com/TRMK2022 and enter the 16-digit control number printed in the box marked by the arrow on your proxy card or printed on your voting instruction form, Notice of Internet Availability of Proxy Materials, or email previously received.

Shareholders Entitled to Vote

Shareholders of record at the close of business on March 1, 2022, are entitled to notice of and to vote at the Annual Meeting. On the record date, Trustmark had outstanding 61,517,859 shares of common stock.

Required Vote

A majority of the shares outstanding and entitled to vote constitutes a quorum to transact business at the Annual Meeting. Each share is entitled to one vote on each proposal.

The required vote for each proposal is as follows:

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, and no successor is elected, such nominee must tender his or her resignation to the Board. For additional information, please see “Proposal 1: Election of Directors” on page 13.

The advisory vote to approve Trustmark’s executive compensation will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

The proposal to amend the Plan to increase the number of authorized shares that may be issued under the Plan and to update the Plan’s provisions addressing dividends and dividend equivalents will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

The ratification of the selection of Crowe LLP (Crowe) as independent auditor will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

While abstentions and broker non-votes are counted as shares present at the meeting for purposes of determining a quorum, they are not otherwise counted and, therefore, will have no effect on the outcome of the election of directors or any other proposal.

Applicable rules determine whether proposals presented at shareholder meetings are considered routine or non-routine. If a proposal is considered routine, a bank, broker or other holder of record which holds shares for an owner in street name generally may vote on the proposal without receiving voting instructions from the beneficial owner. If a proposal is non-routine, the bank, broker or other holder of record generally may vote on the proposal only if the beneficial owner has provided voting instructions. A “broker non-vote” occurs when a broker or other entity returns a signed proxy card but does not vote shares on a particular proposal because the proposal is not a routine matter and the broker or other entity has not received voting instructions from the beneficial owner of the shares. The ratification of the selection of Crowe as independent auditor is considered a routine matter, while the other proposals, i.e., the election of directors, the advisory vote to approve Trustmark’s executive compensation and the amendment of the Plan, are considered non-routine matters.

All valid proxies received by Trustmark will be voted in accordance with the instructions indicated in such proxies. As noted above, if you hold your shares through a bank, broker or other holder of record and you do not give voting instructions, your bank, broker or other record holder of the shares is not permitted to vote your shares on any proposal other than Proposal 4, which is the only routine proposal on the agenda. If no instructions are indicated in an otherwise properly executed proxy, it will be voted FOR each director nominee named in Proposal 1, FOR advisory approval of Trustmark’s executive compensation in Proposal 2, FOR approval of the amendment of the Plan to increase the number of authorized shares that may be issued under the Plan and to update the Plan’s provisions addressing dividends and dividend equivalents in Proposal 3, FOR ratification of the selection of Crowe as independent auditor in Proposal 4 and on all other matters in accordance with the recommendations of the Board.

How to Vote

Shareholders of record can vote at the Annual Meeting or by proxy without attending the Annual Meeting. To vote by proxy:

(1)

Vote by Internet (instructions are on the Notice of Internet Availability or the proxy card),

(2)

Vote using your smartphone (instructions are on the Notice of Internet Availability or the proxy card),

(3)

Vote virtually at the meeting (instructions are on the Notice of Internet Availability or the proxy card), or

(4)

If you received a printed copy of this proxy statement, complete the enclosed proxy card and sign, date and return it in the enclosed postage-paid envelope.

If you hold your shares through a bank, broker or other holder of record, your bank, broker or other holder of record will provide you with materials and instructions for voting your shares. If you hold your shares through a bank, broker or other holder of record, and you plan to vote your shares at the Annual Meeting, you should complete the voting instructions form that the bank, broker or other holder of record will provide to you or use the telephone or Internet voting arrangements described on the voting instructions form or other materials that the bank, broker or other holder of record will provide to you.

You will receive multiple Notices of Internet Availability or printed copies of the proxy materials if you hold your shares in different ways (e.g., individually, by joint tenancy, through a trust or custodial account, etc.) or in multiple accounts. Please vote the shares represented by each Notice of Internet Availability or proxy card you receive to ensure that all of your shares are voted.

Revoking Your Proxy

If you are a shareholder of record, you may revoke your proxy at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering written notice to the Secretary at or prior to the Annual Meeting or by timely delivery to the Secretary of a subsequently dated proxy card or by submitting a later vote by Internet or smartphone (instructions are on the Notice of Internet Availability or the proxy card). In the case of multiple submissions regarding the same shares, the proxy with the latest date will be counted. The address for the Secretary is c/o Trustmark Corporation, Post Office Box 291, Jackson, MS 39205.

If you hold your shares through a bank, broker or other holder of record, your ability to revoke your proxy depends on the voting procedures of the bank, broker or other holder of record. Please follow the directions provided to you by your bank, broker or other holder of record.

Voting on Other Matters

The Board is not aware of any additional matters to be brought before the meeting. If other matters do come before the meeting, the persons named in the accompanying proxy or their substitutes will vote the shares represented by such proxies in accordance with the recommendations of the Board.

CORPORATE GOVERNANCE

Overview

Trustmark’s governance structure enables the Board to effectively and efficiently address key, specific issues such as business growth, human capital, enterprise risk management and technology, among others. This is accomplished through five standing Board committees and through the effective utilization of the directors’ combined wisdom and diverse experience and business knowledge.


The role of the Board and its committees is to foster Trustmark’s long-term success consistent with its fiduciary responsibilities to shareholders. As part of this role, Trustmark’s Board is responsible for:

· Providing strategic guidance and oversight		· Ensuring that management’s operations contribute to Trustmark’s financial soundness

· Acting as a resource on strategic issues and in matters of planning and policymaking		· Promoting social responsibility and ethical business conduct

· Providing insight and guidance on complex business issues and problems in the banking and financial services industries		· Ensuring that an effective system is in place to facilitate the selection, succession planning and compensation of the Chief Executive Officer (CEO)

· Monitoring risks facing Trustmark and providing oversight of Trustmark’s stress testing and other risk evaluation processes		· Ensuring Trustmark’s compliance with all relevant legal and regulatory requirements

Key Features of Trustmark’s Corporate Governance

Trustmark’s governance structure has a number of key features that are designed to ensure effective and efficient oversight of the company, including the following:

Nine members of the Board are independent.

Directors are required to retire at the age of 70.

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

The Board has adopted, and annually reviews, formal charters for the Board and its committees to address the governance guidelines and responsibilities of each.

Trustmark’s bylaws and Board Charter provide that when the Board Chairman is also the CEO, or otherwise is not independent, as is the case currently, the Chair of the Executive Committee, who shall be an independent director, serves as Lead Director. See “Board Leadership” on page 6 for additional information.

Directors must notify Trustmark of changes in professional responsibilities and residence and are expected to comply with a directors’ attendance policy.

The Board has adopted codes of conduct/ethics for directors, senior financial officers and associates.

The Board has the authority to seek advice or counsel from external advisors as needed.

Trustmark has a CEO succession planning process to promote continuity of leadership and an orderly transition upon the CEO’s retirement or other termination of employment.

Independent directors meet without management present.

The Code of Conduct for Trustmark Directors, Code of Ethics for Senior Financial Officers of Trustmark, Code of Ethics and Procedure to Report Violations of Law or Accounting or Audit Irregularities (Whistleblower Procedures) are available at investorrelations.trustmark.com or may be obtained, without charge, by written request addressed to the Secretary, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205. Trustmark intends to provide required disclosure of any amendment to or waiver of its codes of conduct/ethics that applies to the chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, at investorrelations.trustmark.com promptly following any such amendment or waiver. Trustmark may also elect to disclose any such amendment or waiver in a report on Form 8-K filed with the Securities and Exchange Commission (SEC). The information contained on or connected to Trustmark’s website is not incorporated by reference in this proxy statement and should not be considered part of this or any other document that Trustmark files with the SEC.

Meetings of the Board of Directors

The Board met eight times in 2021. Each director attended at least 75% of the total number of meetings of the Board and Board committees of which the director was a member in 2021. The Board meets jointly with the Board of Directors of Trustmark National Bank (the Bank Board), and since 2017, all members of the Board have also served as members of the Bank Board.

Director Attendance at the Annual Meeting

Directors are expected to attend the Annual Meeting, and in 2021, all of our directors were present at the annual meeting of shareholders.

Director Independence

The Board has determined that the following current directors and director nominees are “independent directors” (within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules):


Adolphus B. Baker	Tracy T. Conerly	J. Clay Hays, Jr., M.D.
William A. Brown	Toni D. Cooley	Harris V. Morrissette
Augustus L. Collins	Marcelo Eduardo	Richard H. Puckett

In conjunction with these independence determinations, the Board considered certain relationships, including through family members and business affiliates, that (i) Messrs. Brown and Puckett, General Collins, Dr. Hays, Mrs. Conerly and Ms. Cooley have as customers of Fisher Brown Bottrell Insurance, Inc. (Fisher Brown Bottrell), a subsidiary of Trustmark National Bank (the Bank), and (ii) Messrs. Baker, Brown, Eduardo and Puckett, General Collins and Dr. Hays have as customers of the wealth management and trust services division of the Bank. The Board also noted that a number of directors, including through business affiliates, have customer relationships with the Bank in the form of routine deposit, credit card and/or loan products in the ordinary course. In each case, the Board concluded that the business relationship did not interfere with the individual’s ability to exercise independent judgment as a director of Trustmark.

Board Leadership

Under Trustmark’s governance guidelines, which are contained in the Board Charter, the Board has the responsibility to determine the most appropriate leadership structure for the company, including whether it is best for the company at a given point in time for the roles of Board Chairman and CEO to be separate or combined.

On January 1, 2021, Mr. Dewey succeeded Mr. Host as CEO of Trustmark and the Bank, with Mr. Host becoming Executive Chairman of Trustmark and the Bank. In his role as CEO, Mr. Dewey manages the overall operations of Trustmark and the Bank and is responsible for the execution of Trustmark’s corporate strategy under the Board’s oversight. In his role as Executive Chairman, Mr. Host focuses on issues involving board governance, corporate strategy, corporate development, investor relations, industry engagement and civic leadership. The Board’s appointment of Mr. Host as Executive Chairman was part of its overall management succession plan and has allowed Mr. Host to provide strategic advice and guidance to Mr. Dewey based on his long tenure with Trustmark. Following the Annual Meeting, Mr. Host will serve as non-executive Board Chairman.

Trustmark’s Board Charter and Bylaws provide that if the Board Chairman and CEO positions are occupied by the same individual or if the Board Chairman is otherwise not independent, an independent director shall serve as Chair of the Executive Committee as well as the Board’s Lead Director. Mr. Host is not considered to be independent due to his prior tenure as CEO and current executive responsibilities. Mr. Puckett has served as the Chair of the Executive Committee and Lead Director since the 2020 annual meeting of shareholders. The Lead Director’s responsibilities include (i) chairing meetings and executive sessions of the independent directors, Executive Committee and meetings on matters for which the Board Chairman recuses himself and other meetings in the Board Chairman’s absence, (ii) coordinating with the Board Chairman to develop Board meeting agendas and schedules, (iii) communicating with and advising the Board Chairman, (iv) referring to the appropriate Board committee any issue brought to his attention by shareholders, directors or others, (v) serving as the primary communicator between the independent directors and the CEO and (vi) providing an alternative communication channel for all directors, including non-executive directors. The Board believes an independent Lead Director serves an important function in providing independent leadership of the Board and strengthening the Board’s oversight of Trustmark’s business. The Board Charter is posted at investorrelations.trustmark.com.

Committees of the Board of Directors

There are five standing Board committees: Audit & Finance, Enterprise Risk, Executive, Human Resources and Nominating. All of these Board committees, other than the Nominating Committee, are joint committees of the Board and the Bank Board. The Audit & Finance, Human Resources and Nominating committees are comprised solely of independent directors and otherwise satisfy the requirements applicable to such committees under Nasdaq listing standards.

Audit & Finance Committee

The Audit & Finance Committee meets regularly throughout the year, including meeting with the external and internal auditors without management present. The Committee’s responsibilities include:

Sole responsibility for the appointment, compensation, retention and oversight of the work of the external auditor.

Assuring the objectivity and independence of the internal audit department and the external auditor.

Reviewing and concurring in the appointment, replacement, reassignment, performance or dismissal of the director of internal audit, who reports directly to the Committee.

Inquiring of management, the director of internal audit, and the external auditor about significant risks or exposures and assessing steps that management has taken to minimize such risks to Trustmark.

Considering and reviewing with the director of internal audit and the external auditor the adequacy of Trustmark’s internal controls.

General oversight of the preparation and review of Trustmark’s consolidated financial statements, management’s discussion and analysis, critical accounting policies, interim financial statements, and other matters relating to financial reporting.

Reviewing Trustmark’s annual budget and monitoring its performance.

Oversight and review of the system for monitoring compliance with laws and regulations.

The role and responsibilities of the Audit & Finance Committee are described in greater detail in its Charter, which is posted at investorrelations.trustmark.com.

Enterprise Risk Committee

The Enterprise Risk Committee is responsible for monitoring risks that are being taken by Trustmark. The Committee’s responsibilities include:

Understanding and analyzing the enterprise-wide effect of those risks.

Reporting on risks to the Board.

Monitoring capital stress testing results and comparison to risk appetite and other risk evaluation processes.

Receiving reports from other committees of the Board and Bank Board about risks that are under the committees’ specific purview.

Executive Committee

The Executive Committee acts on behalf of the Board if a matter requires Board action before a meeting of the Board can be held. The Committee’s responsibilities include:

Providing guidance to management on the strategic planning process and issues of strategic importance, including business growth and expansion, material transactions and technology.

Oversight of Trustmark’s capital planning process.

Oversight of Trustmark’s capital stress testing activities.

Reviewing the corporate governance structure.

Evaluating, annually, each director’s performance against specific performance criteria designed to evaluate the director’s contributions to the Board’s deliberations and processes.

Reviewing Trustmark’s cybersecurity activities and corporate technology strategy.

Recommending the skills and experience required of a CEO candidate, subject to final approval by the Board.

Oversight of Trustmark’s strategies, policies, and programs relating to environmental, social, and governance/corporate social responsibility (“ESG/CSR”) matters, including environmental sustainability and climate change, community development and reinvestment, and charitable giving and other programs with social impacts.

The role and responsibilities of the Executive Committee are described in greater detail in its Charter, which is posted at investorrelations.trustmark.com.

Human Resources Committee

The Human Resources Committee is responsible for overseeing the development of a program to compensate Trustmark’s management in accordance with Trustmark’s compensation philosophy and objectives. The Committee also ensures that appropriate policies and practices are in place to facilitate the development of management talent and orderly CEO succession. In fulfilling its role, the Committee’s responsibilities include:

Approving management-developed guidelines that shape Trustmark’s compensation strategy and approach.

Recommending the CEO’s compensation and performance evaluation procedures, for final approval by the Board.

Recommending CEO succession planning process, subject to final approval by the Board.

Recommending compensation for officers who are members of the Executive Strategy Committee and officers of Trustmark, for final approval by the Bank Board and the Board, as applicable.

Recommending awards under Trustmark’s equity compensation plans, for final approval by the Board, subject to limited discretion by the CEO for specified awards.

Recommending compensation for directors, for approval by the Board.

Reviewing and approving Trustmark’s compensation disclosures.

Overseeing the review of Trustmark’s compensation policies and practices as they relate to risk management.

All members of the Committee during 2021 and currently are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the Exchange Act), “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and “independent directors” within the meaning of Rule 5605(a)(2) of the Nasdaq listing rules. The Human Resources Committee Charter is posted at investorrelations.trustmark.com.

Nominating Committee

The Nominating Committee is charged with assisting the Board by identifying individuals qualified to become Board members. In fulfilling its role, the Committee’s responsibilities include:

Seeking, interviewing and recommending individuals for Board service.

Identifying qualified individuals for membership on committees of the Board.

Providing periodic presentations to Trustmark’s Board.

The Nominating Committee Charter is posted at investorrelations.trustmark.com.

Board Oversight of Risk Management

Trustmark believes that its governance and leadership structures allow the Board to provide effective risk oversight. In addition to the reports from the Enterprise Risk Committee, Trustmark’s directors receive and discuss regular reports prepared by Trustmark’s senior management, including the CFO, Chief Credit and Operations Officer, and Chief Risk Officer. Through these reports, Trustmark’s directors receive information on areas of material risk to the company, including credit, liquidity, market/interest rate, compliance, operational, technology, strategic, financial and reputational risks. These reports enable Trustmark’s directors to understand the risk identification, risk management and risk mitigation strategies employed by Trustmark’s management and the Enterprise Risk Committee.

The Board and the Enterprise Risk Committee will request supplemental reports from Trustmark’s management with regard to risk management and risk mitigation strategies as appropriate. This reporting and governance structure ensures that information from the Enterprise Risk Committee, the other committees of the Board and the Bank Board, and management is analyzed and reported to the Board, and enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

As part of its overall oversight of risk management, the Board provides oversight of management’s efforts to address cybersecurity risk by receiving periodic reports at meetings of the Enterprise Risk Committee, Audit & Finance Committee and Executive Committee, as well as presentations at the Board level. These reports to the Board and its Committees address the threat environment, vulnerability assessments, specific cyber incidents and management’s efforts to monitor, detect and prevent cyber threats.

Committee Membership

The following table shows, for 2021, the membership of each committee and the number of meetings held by each committee during the year:


Director	Audit & Finance	Enterprise Risk	Executive	Human Resources	Nominating
Adolphus B. Baker			X	Chair	X
William A. Brown	X	X	X (1)		X (1)
Augustus L. Collins	X	X
Tracy T. Conerly	Chair		X		X
Toni D. Cooley		X (2)	X (2)		X (2)
Duane A. Dewey			X
Marcelo Eduardo	X		X (3)		X (3)
J. Clay Hays Jr., M.D.		Chair (4)	X (4)	X	X (4)
Gerard R. Host			X
Harris V. Morrissette	X			X
Richard H. Puckett			Chair/Lead Director	X	Chair
Harry M. Walker			X (5)
William G. Yates III		X (6)
2021 Meetings	5	4	6	4	2

(1)

Mr. Brown has served on the Executive Committee and Nominating Committee since November 1, 2021.

(2)

Ms. Cooley served as Chair of the Enterprise Risk Committee and as a member of the Executive Committee and Nominating Committee until September 1, 2021. She currently serves on the Enterprise Risk Committee. Ms. Cooley will not be standing for re-election at the Annual Meeting.

(3)

Mr. Eduardo has served on the Executive Committee since April 27, 2021, and on the Nominating Committee since September 1, 2021.

(4)

Dr. Hays has served as Chair of the Enterprise Risk Committee and as a member of the Executive Committee and Nominating Committee since September 1, 2021.

(5)

Mr. Walker retired from the Board on April 27, 2021.

(6)

Mr. Yates served on the Enterprise Risk Committee until September 1, 2021.

Communications with Directors

Shareholders desiring to contact Trustmark’s Board may do so by sending written correspondence to Board of Directors, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205 or by email addressed to boardofdirectors@trustmark.com. Communications will be referred to the Chair of the Executive Committee, who will determine the appropriate committee to receive the communication and take any action deemed necessary by that committee.

Pursuant to Trustmark’s Whistleblower Procedures, any violations of law or complaints or concerns regarding accounting or auditing matters should be reported to (i) Trustmark’s independent online reporting center at www.trustmark.ethicspoint.com, (ii) Trustmark’s independent hotline at 1-866-979-3769, or (iii) Trustmark’s Ethics Committee Chair at 601-208-6867. Complaints will be investigated by Trustmark’s Chief Administrative Officer and Director of Audit and reported to the Audit & Finance Committee.

Nomination of Directors

Nominations for election to the Board may be made by or on behalf of the Board or by any shareholder of any outstanding class of capital stock of Trustmark entitled to vote in the election of directors at an annual meeting.

Nominations other than those made by or on behalf of the Board must be made in accordance with procedures set forth in Trustmark’s bylaws. These procedures require that such nominations be in writing and that they be delivered or mailed to Trustmark’s Chairman and received (a) not less than 60 days nor more than 90 days prior to the first anniversary of the mailing date of Trustmark’s proxy statement in connection with the last annual meeting of shareholders, or (b) if no annual meeting was held in the prior year or the date of the annual meeting has been changed by more than 30 days from the date of the prior year’s annual meeting, not less than 90 days before the date of the annual meeting. The bylaws also require that such notification contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee, (b) the principal occupation of each proposed nominee, (c) the total number of shares of capital stock of Trustmark that will be voted for each proposed nominee, (d) the name and residence address of the notifying shareholder, (e) the number of shares of capital stock of Trustmark owned by the notifying shareholder, (f) such other information regarding such proposed nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the proposed nominee been nominated by the Board, (g) a representation that the notifying shareholder is the owner of shares entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the proposed nominee, and (h) the written consent of each proposed nominee to serve as a director of Trustmark if so elected.

Nominations not made in accordance with the above bylaw procedure may be disregarded by the Chairman of the annual meeting at his discretion, and upon his instruction, all votes cast for each such nominee may be disregarded.

Trustmark’s bylaws permit direct nominations by shareholders. Therefore, the Nominating Committee does not have a policy for considering nominations by shareholders other than through the bylaw process outlined above. However, if a shareholder wishes to recommend an individual for Board service, rather than directly nominate the individual as set forth above, the shareholder may submit the individual’s name to the Nominating Committee by email to boardofdirectors@trustmark.com, or in writing addressed to Trustmark Corporation Nominating Committee, Post Office Box 291, Jackson, MS 39205. In order to give the Nominating Committee adequate time to consider any such individual for nomination as a director at the 2023 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2022. In considering an individual recommended by a shareholder but not directly nominated, the Nominating Committee will use the same guidelines as set forth in the Director Qualifications section below.

When identifying potential candidates for director nominees, the Nominating Committee may solicit suggestions from incumbent directors, management or others.

Environmental, Social and Governance/Corporate Social Responsibility (ESG/CSR)

Trustmark believes that a company’s commitment to corporate social responsibility is measured by its sustainability, environmental, and societal impact. These factors are critical to long-term business viability. Trustmark understands that a company’s performance must be measured not only by shareholder returns, but also by how it achieves ESG/CSR objectives. The company employs a Director of Corporate Social Responsibility to monitor the continuing effectiveness of its program. Robust community engagement, informed policies and procedures, and responsible philanthropy are some of the ways in which Trustmark continues to serve its communities and workforce.

CSR Engagement and Investment. In 2021, Trustmark invested more than $4.4 million in the form of contributions and sponsorships to local organizations, including more than $1.4 million given to 13 Mississippi youth and family-based charities providing services and programs for the welfare and development of children as part of Trustmark’s commitment under the Mississippi Children’s Promise Act. In response to community needs that surfaced because of the COVID-19 pandemic, Trustmark continued to support local food pantries and community partners throughout its service areas. Trustmark also enacted numerous COVID relief initiatives for its workforce during the year. The company provided ten additional sick days for impacted associates, created remote work allowance policies, maintained information on company intranet related to vaccines, and coordinated on-site administration of COVID vaccines.

Trustmark continued to focus on financial literacy and community outreach in 2021, with associates volunteering more than 5,000 hours of service to local partners through positions on non-profit boards of directors, financial literacy outreach and other forms of community engagement. The company also continued to partner with EVERFI, Inc. to provide online financial literacy courses in approximately 58 schools, educating more than 4,970 students on financial matters through Trustmark’s Financial Scholars Program. Trustmark also utilized the EVERFI Engage platform to enable its associates to conduct community-based financial literacy sessions, both in-person and virtually.

Additionally, in 2021, Trustmark engaged in a second-year partnership with Operation HOPE, Inc., a national non-profit organization, to provide financial literacy and counseling support to individuals within the Memphis, Tennessee market. This partnership, called HOPE Inside, provides banking customers and members of the public with opportunities to receive financial

tools and education to strengthen their financial security. The partnership in Memphis also allowed for financial counseling and education support for the first responders employed by the City of Memphis. Trustmark’s initial commitment of $200,000 to support the two-year partnership in the Memphis market will be extended. This will provide continued support for a dedicated financial wellness coach to conduct financial literacy seminars, individualized counseling sessions and referrals to disaster relief services. In recognition of the community impact made by partnering with Operation HOPE in the Memphis market, Trustmark expanded its work with the organization in 2021. Trustmark’s HOPE Inside partnerships were also made available to employees of the City of Montgomery in the Montgomery, Alabama market and to employees of the City of Jackson in the Jackson, Mississippi market. In 2021, more than 2,865 services were provided through Trustmark’s partnership with Operation HOPE.

In further demonstration of the company’s commitment to financial literacy, in 2021 Trustmark re-purposed a former branch building in a low-to-moderate income and majority-minority census tract within the Jackson, Mississippi market to serve as the community-based location for financial literacy workshops and counseling support at no cost to the community. The Financial CORE (Center of Resources & Education) is staffed with Trustmark associates dedicated to supporting community initiatives as well as a full-time financial wellness coach in partnership with Operation HOPE.

Trustmark values partnerships that serve diverse communities, and it embraces opportunities to engage in the effectiveness of that work. In 2021, Trustmark formed a collaborative relationship through Project REACh (Roundtable for Economic Access and Change) with Commonwealth National Bank based in Mobile, Alabama, a minority depository institution (“MDI”) which has served the Mobile, Alabama banking community since 1976. Additionally, Trustmark entered into a strategic collaboration agreement with Agility Bank, based in Houston, Texas, which was announced in early 2022. Agility Bank is in the process of organization and will be the first primarily women-owned and led bank in the United States under the MDI national charter of the Office of the Comptroller of the Currency (“OCC”). The Project REACh initiative was introduced by the OCC to identify and reduce barriers to full, fair participation in the nation’s banking system and the economy to help expand access to credit and capital.

Trustmark’s commitment to building and supporting resilient communities also includes revitalizing and strengthening underserved communities. In 2021, its investments in low-to-moderate income areas included more than $287 million in home mortgage loans, $236 million in small business loans and small farm loans and more than $14.6 million in community development loans. Also in 2021, Trustmark provided low-to-moderate income borrowers more than $476 million in home mortgage loans. The company’s collaborative work with community service providers, developers, realtors, housing advocates and others resulted in more than $37 million in investments that provide affordable housing, employment and community services for those with low-to-moderate incomes. Trustmark also enhanced its mortgage product offerings during the year to meet the special credit needs of low-to-moderate income individuals and communities. Trustmark employs a dedicated team of associates to provide oversight of initiatives that advance financial growth and stability within racially and economically diverse communities. The Diverse Market Strategy Team coordinates with business units at Trustmark to develop innovative lending strategies, inclusive outreach events, targeted marketing campaigns, and special purpose products and programs to meet the unique needs of diverse communities throughout the company’s footprint.

Human Capital and Workforce Diversity. Trustmark’s commitment to serve diverse communities extends to its workforce practices. Trustmark’s Diversity Officer works within the Human Resources Department to develop and oversee diverse training, recruitment and retention practices. The company has introduced several other initiatives to support a workforce culture of diversity and social inclusion, including engaging associates at all levels of employment through a survey to solicit feedback on the current culture of the company. In response, Trustmark developed a community calendar of events to promote a culture of inclusivity and engagement among associates. Associates were provided an additional paid holiday, My Choice Day, to be used annually in observance of their personal interests; and associates also received diversity and inclusion webinar-based training. Additionally, Trustmark launched the Emerging Talent Program in 2021 designed to identify and develop high-performing associates through management mentorship.

Environmental and Sustainability. During 2021, Trustmark promoted environmental sustainability through business practices that conserve natural resources, including the sponsorship of numerous community shredding events to encourage recycling initiatives. Trustmark also provides shredding services at all buildings and branch locations, offers enhanced digital banking options and processes for customers, and utilizes internal workflow management systems to reduce paper usage. Additionally, an LED light conversion project was continued across the organization in 2021 to increase energy efficiency. Programmable thermostats and HVAC control systems were also installed in Trustmark buildings to conserve and monitor energy use, resulting in usage declines between 25-40 percent.

Collectively, these efforts reflect Trustmark’s core values of Integrity, Service, Accountability, Relationships and Solutions and its strategic commitment to corporate social responsibility.

Director Qualifications

The Board believes that in order to appropriately carry out its roles, directors must demonstrate a variety of personal traits, leadership qualities and individual competencies. In considering nominees submitted by the Board or management and any recommendations submitted by shareholders, the Nominating Committee will use these personal traits, leadership qualities and individual competencies to assess future director nominees’ suitability for Board service. The Nominating Committee also evaluates each director nominee’s qualities in the context of how that nominee would relate to the Board as a whole, in light of the Board’s current composition and Trustmark’s evolving needs.

Although Trustmark has no formal policy regarding diversity, the Nominating Committee believes that the Board should include directors with diverse skills, experience and business knowledge, and whose backgrounds, ages, geographical representation and community involvement contribute to an overall diversity of perspective that enhances the quality of the Board’s deliberations and decisions. The Nominating Committee may consider these factors as it deems appropriate in connection with the general qualifications of each director nominee.

Personal Traits

Board service is an extremely important, high-profile role and carries with it significant responsibility. For that reason, it is important that all directors possess a certain set of personal traits, including:


· Personal and Professional Integrity		· High Performance Standards
· Accountability		· Initiative/Responsiveness
· Informed Business Judgment		· Business Credibility
· Mature Confidence

Leadership Qualities

For individuals considered for Board leadership roles, the following skill sets are required:


· Communication Skills		· Facilitation Skills
· Crisis Management Skills		· Relationship Building/Networking Skills

Individual Competencies

There are certain competencies that must be represented collectively by the directors on each Board committee, but each individual director need not necessarily possess all of them. The specific competencies vary by committee, as illustrated in the chart below:



	Board Committees

Individual Director Competencies	Audit & Finance	Enterprise Risk	Executive	Human Resources	Nominating
1. Financial Acumen

Accounting and finance knowledge	✓	✓	✓

Financial statement analysis	✓

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SEC Form DEF 14A filed by Trustmark Corporation