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.
Long-tenured independent director with relevant business leadership experience; no overboarding, attendance, or TSR concerns — TRMK's 3-year TSR of +71.8% outperforms the peer group median by +42.3 percentage points, well below the 50pp threshold required to trigger a vote against.
Independent director serving as Audit Committee Chair with demonstrated financial expertise; holds two outside public board seats (Huntington Ingalls, Mississippi Power), which is within the four-seat limit; no TSR concerns given strong relative outperformance.
Independent CPA with clear financial and accounting expertise qualifying her as an audit committee financial expert; no attendance, overboarding, or TSR concerns.
CEO and non-independent director; as an executive director he is subject to the same TSR trigger as all others, but TRMK's strong 3-year outperformance versus peers means no TSR concern applies; his deep operational experience at Trustmark supports his board role.
Independent director with a PhD in Finance and demonstrated expertise in banking and corporate finance; qualifies as an audit committee financial expert; no attendance, overboarding, or TSR concerns.
Independent director who chairs the Enterprise Risk Committee; brings healthcare industry and risk management perspective; no attendance, overboarding, or TSR concerns.
Independent non-executive Board Chair and former CEO with 38 years of deep Trustmark operational knowledge; the board determined his independence in January 2026 after he left executive employment in April 2022; no TSR or attendance concerns.
Independent director with relevant business leadership and prior financial institution governance experience; no attendance, overboarding, or TSR concerns.
Long-tenured independent Lead Director with strong governance credentials and deep knowledge of Trustmark's markets; no attendance, overboarding, or TSR concerns despite his 30-year tenure on the board.
Joined the board in January 2025 and is therefore within the 24-month new-director exemption from the TSR trigger; brings strong financial, audit, and risk management credentials as a CPA and corporate general auditor.
Independent director with relevant business leadership experience in Trustmark's key markets; the board evaluated and confirmed his independence in January 2026; no attendance, overboarding, or TSR concerns.
All eleven director nominees pass the policy screens. TRMK's 3-year total shareholder return of +71.8% outperforms the company-disclosed peer group median by +42.3 percentage points, well short of the 50-percentage-point threshold needed to trigger votes against directors for underperformance. No directors are overboarded, all attended at least 80% of meetings in 2025, no problematic familial relationships to senior management were identified, and audit and compensation committee members are all independent.
Say on Pay
✓ FORCEO
Duane A. Dewey
Total Comp
$3,635,690
Prior Support
98.9%%
The CEO's total reported compensation of approximately $3.6 million is reasonable for a CEO of a $2.5 billion market cap regional bank that achieved record earnings in 2025, and does not appear to exceed benchmark thresholds at this market cap level. The pay structure is well-designed: over 66% of the CEO's target pay is variable and tied to performance, the annual bonus plan uses a mix of earnings per share, efficiency ratio, credit quality, and expense metrics with clear thresholds and a 200% maximum cap, and the long-term equity program uses three-year performance stock awards tied to return on tangible equity and relative total shareholder return alongside time-based restricted stock units. Trustmark also has a meaningful clawback policy, strong stock ownership requirements, and earned 98.9% shareholder support on Say on Pay at the 2025 annual meeting — no concerns were raised and no changes were required.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing does not contain extractable fee figures, so the non-audit fee ratio test cannot be applied; per policy, the tenure trigger requires confirmed data to fire and auditor tenure is not disclosed in the provided text, so no negative tenure flag is warranted. Crowe LLP is a large national accounting firm appropriate for a $2.5 billion market cap regional bank, and no material financial restatements are disclosed. The default vote is FOR in the absence of confirmed triggering conditions.
Overall Assessment
The 2026 Trustmark annual meeting ballot is straightforward and low-concern across all three proposals. The company delivered record earnings in 2025, its stock significantly outperformed its peer group over three years, the compensation program is performance-oriented with robust governance features, and the director slate is fully independent (except the CEO), appropriately qualified, and free of overboarding or attendance issues.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing