TRUSTMARK CORP (TRMK)
Sector: Financials
2026 Annual Meeting Analysis
TRUSTMARK CORP · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors - To elect a board of eleven directors to hold office for the ensuing year or until their successors are elected and qualified.
Baker has served since 2007, holds one outside public board seat (Cal-Maine Foods), attendance met the 80% threshold, and TRMK's 3-year return of +72% outpaces the peer group median by +45.9pp, well below the 65pp trigger threshold for strong-positive TSR companies.
Collins has served since 2020, holds two outside public board seats (Huntington Ingalls and Mississippi Power), attendance met the 80% threshold, and the TSR trigger does not apply given TRMK's strong outperformance versus both the peer group and the QABA community bank benchmark.
Conerly is a CPA with deep financial institution experience, has served since 2015, holds no other public board seats, attendance met the 80% threshold, and the TSR trigger does not apply.
Dewey is the sitting CEO and a director since 2020; as an executive director he is subject to the same TSR trigger as independent directors, but TRMK's +72% 3-year return outpaces the peer median by +45.9pp, far below the 65pp trigger threshold, so no TSR concern applies.
Eduardo has served since 2020, holds no other public board seats, brings finance PhD expertise relevant to the banking business, attendance met the 80% threshold, and the TSR trigger does not apply.
Hays has served since 2017, holds no other public board seats, attendance met the 80% threshold, and the TSR trigger does not apply given TRMK's strong outperformance versus the peer group and the QABA benchmark.
Host has served since 2010 and as non-executive Board Chair since April 2022; his independence was reaffirmed by the board in January 2026, he holds no other public board seats, attendance met the 80% threshold, and the TSR trigger does not apply.
Morrissette has served since 2016, holds no qualifying outside public board seats (Williamsburg Investment Trust is not a public company board), attendance met the 80% threshold, and the TSR trigger does not apply.
Puckett has served since 1995 and as Lead Director since 2020, holds no other public board seats, attendance met the 80% threshold, and the TSR trigger does not apply given TRMK's strong outperformance of +45.9pp above the peer group median.
Turnipseed joined the board effective January 1, 2025, placing her within the 24-month new-director exemption from the TSR trigger; she is a CPA with relevant financial and risk management expertise.
Yates has served since 2009, holds no other public board seats subject to the overboarding threshold, attendance met the 80% threshold, and the TSR trigger does not apply given TRMK's strong outperformance versus the peer group and the QABA benchmark.
All eleven director nominees receive a FOR vote. TRMK's 3-year price return of +72% outpaces the peer group median by +45.9pp, which is well below the 65pp trigger threshold applicable to strong-positive TSR companies, so the TSR performance trigger does not fire for any director. No overboarding, attendance failures, independence concerns on audit or compensation committees, or other disqualifying flags were identified. Lea Turnipseed, who joined in January 2025, is exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Duane A. Dewey
Total Comp
$3,635,690
Prior Support
98.9%%
CEO total compensation of $3,635,690 is reasonable for a CEO of a $2.4B market-cap regional bank that achieved record net income of $224.1 million in 2025, and the pay structure is well-designed: approximately 66% of the CEO's target pay is variable and performance-contingent, split between a performance-based annual bonus (which paid out at 181% of target reflecting strong financial results) and long-term equity awards that are 50% performance stock awards tied to 3-year return on tangible equity and relative total shareholder return versus peers. The program includes a meaningful clawback policy, no guaranteed bonuses, no tax gross-ups, double-trigger change-in-control provisions, and stock ownership requirements. The prior Say on Pay vote received 98.9% support in 2025, confirming broad shareholder satisfaction with the program.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$1,379,100
Non-Audit Fees
$436,536
The audit-related fees of $436,536 represent approximately 31.6% of the core audit fees of $1,379,100, which is well below the 50% threshold that would raise independence concerns; Crowe provided no tax or other non-audit services in 2025. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative transparency gap but does not change the vote. Crowe is a large national accounting firm appropriate for a $2.4B market-cap community bank.
Overall Assessment
The 2026 Trustmark annual meeting ballot contains three standard proposals: election of eleven directors, advisory approval of executive compensation, and ratification of Crowe LLP as auditor. All three receive a FOR vote — the director slate is clean with no TSR, overboarding, or attendance concerns; the compensation program is well-structured and performance-aligned following a record earnings year; and the auditor fee ratio is comfortably within acceptable bounds with no non-audit services provided.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing