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. __)


Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Trustmark Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Notice of Annual Meeting of Shareholders

The 2025 Annual Meeting of Shareholders of Trustmark Corporation (Trustmark) will be held as follows:

DATE AND TIME

Tuesday, April 22, 2025, at 1:00 p.m. CT

VIRTUAL ATTENDANCE

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/TRMK2025 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 ratify the selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2025.

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

RECORD DATE

Shareholders of record on February 28, 2025, 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:

•

Via Internet by following the instructions on the Notice of Internet Availability or proxy card.

•

Via 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 reply envelope provided.

If you attend the virtual meeting, 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 12, 2025

LOGO

Trustmark Corporation

P. O. Box 291

Jackson, Mississippi 39205

March 12, 2025

Dear Shareholder:

On behalf of your Board of Directors, we cordially invite you to attend Trustmark’s Annual Shareholders’ Meeting, which will be held virtually on April 22, 2025, at 1:00 p.m. CT. 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.

2024 was a transformational year for Trustmark, reflecting the sale of our insurance agency, the restructuring of our balance sheet, and expanded sales and service initiatives designed to meet the needs of our customers. These actions, along with other initiatives in prior years, have significantly enhanced Trustmark’s financial performance and forward earnings profile. Our capital levels rose meaningfully, which led to the Board’s decision to increase the quarterly cash dividend in the first quarter of 2025 along with our renewed activity in the share repurchase program in the fourth quarter of 2024. 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. Thanks to the dedicated efforts of our associates, Trustmark is well-positioned for 2025 and beyond.

We invite you to review our Form 10-K and our 2024 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,

LOGO

Gerard R. Host

Chair of the Board

Duane A. Dewey

President and Chief Executive Officer

LOGO

TABLE OF CONTENTS


PROXY SUMMARY			1
Information About the 2025 Annual Meeting			1
Proposals			1
Financial Highlights – 2024			1
Corporate Governance Highlights			1
Executive Compensation Highlights			2
Corporate Social Responsibility/Environmental, Social and Governance (CSR/ESG)			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			5
Director Independence			5
Board Leadership			6
Committees of the Board of Directors			6
Audit Committee			6
Enterprise Risk Committee			7
Executive Committee			7
Finance Committee			7
Human Resources Committee			8
Nominating & Governance Committee			8
Board Oversight of Risk Management			8
Committee Membership			9
Communications with Directors			9
Nomination of Directors			9
Corporate Social Responsibility/Environmental, Social and Governance (CSR/ESG)			10
Board Oversight			10
CSR Engagement and Investment			10
Human Capital and Workforce Diversity			11
Environmental Sustainability			11
Director Qualifications			11
Personal Traits			12
Leadership Qualities			12
Individual Competencies			12
Specific Director Experience, Qualifications, Attributes and Skills			12
Board Diversity			13
PROPOSAL 1: ELECTION OF DIRECTORS			14
The Nominees			14
EXECUTIVE COMPENSATION			19
Compensation Discussion and Analysis			19
Executive Summary			19
2024 Business Highlights			19
2024 Executive Compensation Highlights			19
2024 Say on Pay Vote			20
What Guides Our Program			20
Guiding Philosophy			20
Key Elements of Compensation			20
Compensation Mix			20
The Decision-Making Process			21
The Role of the Committee			21


The Role of Management			21
The Role of the Independent Compensation Consultant			21
Benchmarking			21
2024 Executive Compensation Program in Detail			22
Base Salaries			22
Annual Management Incentive Plan (MIP)			22
Long-Term Equity Incentives (LTI awards)			24
Other Compensation Practices, Policies & Guidelines			26
Stock Ownership Guidelines			26
Executive Compensation Recoupment			26
Policy Against Hedging and Limitations on Pledging			26
Retirement Benefits			26
Perquisites; Other Benefits			27
Severance and Change in Control Benefits			27
Analysis of Risk Associated with Trustmark’s Compensation Policies and Practices			28
Deductibility of Compensation			28
Summary Compensation Table for 2024			29
All Other Compensation for 2024			30
Grants of Plan-Based Awards for 2024			31
Outstanding Equity Awards at 2024 Fiscal Year-End			32
Option Exercises and Stock Vested for 2024			33
Pension Benefits for 2024			33
Non-Qualified Deferred Compensation for 2024			34
Potential Payments Upon Termination or Change in Control			35
Human Resources Committee Report			36
Human Resources Committee Interlocks and Insider Participation			36
2024 Pay Ratio Disclosure			36
Pay-Versus-Performance			37
Adjustments to Calculate Compensation Actually Paid			38
Relationship Between Pay and Performance			39
Relationship Between Compensation Actually Paid and Company TSR			39
Relationship Between Compensation Actually Paid and Net Income			39
Relationship Between Compensation Actually Paid and Return on Average Tangible Equity			40
Company TSR versus S&P 500 Regional Banks TSR			40
Tabular List of Financial Performance Measures			40
Employment and Change in Control Agreements with NEOs			40
Employment Agreement with Mr. Dewey			40
Certain Defined Terms Used in Dewey Agreement			41
Change in Control Agreements with Other NEOs			42
DIRECTOR COMPENSATION			42
Director Compensation for 2024			43
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			43
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			44
AUDIT COMMITTEE REPORT			44
Principal Accountant Fees			45
Pre-Approval Policy			45
RELATED PARTY TRANSACTIONS			45
INSIDER TRADING POLICY			46
BENEFICIAL OWNERSHIP OF TRUSTMARK STOCK			47
PROPOSALS OF SHAREHOLDERS			48
COST OF PROXY SOLICITATION			48
AVAILABILITY OF PROXY MATERIALS			48

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 2025 Annual Meeting


Time/Date:		Tuesday, April 22, 2025, at 1:00 p.m. CT

Virtual Attendance:		www.virtualshareholdermeeting.com/TRMK2025 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

Record Date:		February 28, 2025

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	Ratification of selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2025	“FOR”

Financial Highlights – 2024

Trustmark experienced a transformational year in 2024 that included the sale of our insurance agency, the restructuring of our balance sheet, and expanded sales and service initiatives to better meet the needs of our customers. These actions, along

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SEC Form DEF 14A filed by Trustmark Corporation