def14a
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
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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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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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration No.: |
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Date Filed: |
April 3, 2009
Dear Shareholder:
You are cordially invited to attend Trustmark Corporations 2009 Annual Meeting of Shareholders.
This meeting will be held in the Trustmark Ballroom at the Jackson Convention Complex, located at
105 Pascagoula Street, Jackson, Mississippi, on Tuesday, May 12, 2009, at 10:00 a.m.
At the meeting, common shareholders will elect a board of directors, provide advisory approval of
Trustmarks executive compensation, ratify the selection of KPMG LLP as Trustmark Corporations
independent auditors for 2009 and transact such other business as may properly come before the
meeting. Prior to the meeting, please carefully read the accompanying proxy statement.
Thank you for your support of Trustmark.
Sincerely,
Richard G. Hickson
Chairman and CEO
Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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DATE AND TIME
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Tuesday, May 12, 2009, at 10:00 a.m. |
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LOCATION
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Trustmark Ballroom |
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Jackson Convention Complex |
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105 Pascagoula Street |
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Jackson, Mississippi 39201 |
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ITEMS OF BUSINESS
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(1) To elect a board of twelve directors to hold
office for the ensuing year or until their
successors are elected and qualified. |
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(2) To provide advisory approval of
Trustmarks executive compensation. |
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(3) To ratify the selection of KPMG LLP as
Trustmark Corporations independent
auditors for the fiscal year ending
December 31, 2009. |
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(4) To transact such other business as may
properly come before the meeting. |
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RECORD DATE
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Common shareholders of record on March
16, 2009, are eligible to vote at the meeting
in person or by proxy. |
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PROXY VOTING/REVOCATION
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You are urged to sign and return the
enclosed proxy promptly, whether or not
you plan to attend the meeting. If you do
attend the meeting, you may revoke your
proxy prior to the voting thereof. You may
also revoke your proxy at any time before
it is voted by written notice to the Secretary
of Trustmark Corporation or by delivery to
the Secretary of a subsequently dated proxy. |
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T. Harris Collier III |
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Secretary to the Board |
TABLE OF CONTENTS
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GENERAL INFORMATION
Solicitation by the Board of Directors
This proxy statement is being sent on or about April
3, 2009, in connection with the solicitation by the Board
of Directors of Trustmark Corporation (Trustmark) of
proxies to be voted at the 2009 Annual Meeting of
Shareholders (the Annual Meeting) and at any adjournment or
postponement thereof for the purposes set forth in the
foregoing Notice of Annual Meeting of Shareholders.
Meeting Location, Date and Time
The Annual Meeting will be held in the Trustmark
Ballroom at the Jackson Convention Complex, located at 105
Pascagoula Street, Jackson, Mississippi 39201, on Tuesday,
May 12, 2009, at 10:00 a.m. To obtain directions to attend
the meeting and vote in person, contact the Secretary at
1-601-208-5088 or toll-free at 1-800-844-2000 (extension
5088).
Shareholders Entitled to Vote
Common shareholders of record at the close of business
on March 16, 2009, are entitled to notice of and to vote at
the meeting in person or by proxy. On the record date,
Trustmark had outstanding 58,117,285 shares of common stock.
Required Vote
A majority of the shares outstanding and entitled to
vote constitutes a quorum. The twelve candidates who receive
the highest number of affirmative votes will be elected as
directors. In the election of directors, each shareholder
may vote his shares cumulatively by multiplying the number
of shares he is entitled to vote by the number of directors
to be elected. This product constitutes the number of votes
the shareholder may cast for one nominee or distribute among
any number of nominees. For all other proposals, each share
is entitled to one vote on each proposal. Any such proposal,
including providing advisory approval of Trustmarks
executive compensation and ratification of the selection of
KPMG LLP (KPMG) as independent auditors, will be approved if
the votes cast in favor of the proposal exceed the votes
cast opposing the proposal, if a quorum is present. While
abstentions and broker non-votes (shares held by brokerage
customers that may not be voted on certain matters because
the broker has not received specific instructions from the
customers) 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.
All valid proxies received by Trustmark will be voted in
accordance with the instructions indicated in such
proxies. If no instructions are indicated in an otherwise
properly executed proxy, it will be voted FOR the director
nominees named in Proposal 1, FOR advisory approval of
Trustmarks executive compensation in Proposal 2, FOR
ratification of the selection of KPMG as independent
auditors in Proposal 3 and on all other matters in
accordance with the recommendations of the Board of
Directors of Trustmark.
How to Vote
Shareholders of record can vote in person at the
Annual Meeting or by proxy without attending the Annual
Meeting.
To vote by proxy, either:
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Complete the enclosed proxy card, sign, date and return it in the enclosed postage-paid
envelope, |
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Vote by telephone (instructions are on the proxy card), or |
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Vote by Internet (instructions are on the proxy card). |
If you hold your shares through a bank, broker or other
holder of record, and you plan to vote in person at the
meeting, you should contact your bank, broker or agent to
obtain a legal proxy or brokers proxy card and bring it to the
meeting in order to vote in person.
Revocation of Proxies
Any shareholder may revoke a proxy at any time before it
is voted by written notice to the Secretary, by revocation at
the meeting or by delivery to the Secretary of a subsequently
dated proxy.
If you hold your shares through a bank, broker or other
holder of record, you should contact your bank, broker or agent
to revoke your proxy or change your vote.
Voting on Other Matters
The Board of Directors 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 of Directors of Trustmark.
Cost of Proxy Solicitation
Solicitation of proxies will be primarily by mail.
Associates of Trustmark and its subsidiaries may be used to
solicit proxies by means of telephone or personal contact but
will not receive any additional compensation for doing so.
Banks, brokers, trustees and nominees will be reimbursed for
reasonable expenses incurred in
1
sending proxy materials to the beneficial owners of such
shares. The total cost of the solicitation will be borne by
Trustmark.
CORPORATE GOVERNANCE
Trustmarks governance structure enables the Board of
Directors (the Board) to effectively and efficiently address
key, specific issues such as business growth, human capital
and technology, among others. This is accomplished through five Board committees and through the effective utilization of
the directors combined wisdom, experience and diverse business
knowledge.
Provisions of Trustmarks governance structure include,
among other things, a mandatory retirement age of 68,
required notification of changes in professional
responsibilities and residence, a directors attendance
policy, as well as the authority to seek advice or counsel
from external advisers on an as-needed basis.
Board Mission
The role of the Board is to foster Trustmarks long-term
success consistent with its fiduciary responsibilities to
shareholders. As part of this role, Trustmarks Board is
responsible for:
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Providing strategic guidance and oversight, |
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Acting as a resource on strategic issues and
in matters of planning and policy-making, |
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Ensuring that managements operations contribute to
Trustmarks financial soundness, |
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Promoting social responsibility and ethical
business conduct, |
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Providing insight and guidance on complex business
issues and problems in the banking and financial
services industries, |
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Ensuring that an effective system is in place to
facilitate the selection, succession planning and
compensation of the Chief Executive Officer (CEO), and |
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Ensuring Trustmarks compliance with all relevant
legal and regulatory 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. Likewise,
the Board has adopted codes of conduct for directors, senior financial officers and associates. These materials are available
on Trustmarks website at www.trustmark.com or may be obtained
by written request addressed to the Secretary of the Board,
Trustmark Corporation, Post Office Box 291, Jackson, MS 39205.
Meetings of the Board of Directors
The Board met five times in 2008. 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 2008.
Director Attendance at the Annual Meeting
Directors are
expected to attend the annual meeting of shareholders, and in
2008, all directors were present, with the exception of
Adolphus B. Baker and Daniel A. Grafton.
Director Independence
The Board has affirmatively determined that the following
directors and director nominees are non-employee directors
(within the meaning of Rule 16b-3 of the Securities Exchange
Act of 1934 (the Exchange Act)), outside directors (within
the meaning of Section 162(m) of the Internal Revenue Code) and
independent directors (within the meaning of Rule 4200(15) of
the NASDAQ Marketplace Rules):
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Reuben V. Anderson
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David H. Hoster II |
Adolphus B. Baker
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John M. McCullouch |
Fred E. Carl, Jr.
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Richard H. Puckett |
William C. Deviney, Jr.
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R. Michael Summerford |
C. Gerald Garnett
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LeRoy G. Walker, Jr. |
Daniel A. Grafton
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Kenneth W. Williams |
Reuben V. Anderson, C. Gerald Garnett and William G. Yates, Jr.
have decided to retire from the Board and will, therefore, not
stand for re-election at the Annual Meeting.
Lead Director
Trustmarks Chairman of the Board also serves as CEO.
Therefore, under the governance guidelines set forth in
Trustmarks Board Charter, the Chairman of the Executive
Committee, Reuben V. Anderson, serves as the Boards Lead
Director. Upon Mr. Andersons anticipated retirement from the
Board, effective at the Annual Meeting, the Board has
determined that, if re-elected, Kenneth W. Williams will serve
as Chairman of the Executive Committee and, therefore, as Lead
Director. The primary responsibility of the Lead Director is to
chair meetings of the non-management directors, and in 2008 the
Board held four such independent sessions. The Lead Director
also refers to the appropriate Board committee any issue
brought to his attention by shareholders, directors or others.
Committees of the Board of Directors
There are five committees that collectively provide
guidance on strategic issues, planning and policymaking: Audit
and Finance, Executive, Human Resources, Nominating and
Strategic Planning. Currently, the committees are comprised
solely of independent directors, with the exception of the
Executive and Strategic Planning Committees, upon which
William G. Yates, Jr. will continue to
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serve until his
anticipated retirement. If elected, William G. Yates III, who is not independent, will
serve on the Strategic Planning Committee.
Audit and Finance Committee
Under the terms of its Charter, the Audit and Finance
Committee meets at least five times a year and is responsible
for, among other things, annual approval of the independent
auditors, oversight of audit activities, financial reporting
and regulatory compliance, as well as review and approval of
Trustmarks profit plan. The Committee meets with the
independent and internal auditors without management present on
a regular basis.
The Audit and Finance Committee Charter is posted on
Trustmarks website at www.trustmark.com under Investor
Relations/Corporate Governance/Audit and Finance Committee
Charter.
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 is responsible for reviewing the
corporate governance structure and annually evaluating each
directors performance against specific performance criteria.
Human Resources Committee
The role of the Human Resources Committee is to ensure
that appropriate policies and practices are in place to
facilitate the development of management talent, orderly CEO
succession planning, corporate social responsibility and the
setting of management compensation.
The Human Resources Committee Charter is posted on Trustmarks
website at www.trustmark.com under Investor Relations/Corporate
Governance/Human Resources Committee Charter.
Nominating Committee
The Nominating Committee is charged with the
responsibility of seeking, interviewing and recommending to
the Board qualified candidates for Board and committee
membership.
The Nominating Committee Charter is posted on Trustmarks
website at www.trustmark.com under Investor Relations/Corporate
Governance/Nominating Committee Charter.
Strategic Planning Committee
The Strategic Planning Committee provides guidance to
management on the strategic planning process and issues of
strategic importance including business growth and expansion,
material transactions and technology. The Committee is also
responsible for monitoring progress with Trustmarks long-term
strategic and financial objectives.
Committee Membership
The following table shows the current membership of each committee and the number of meetings
held by each committee during 2008.
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Director |
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Audit and Finance |
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Executive |
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Human Resources |
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Nominating |
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Strategic Planning |
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Reuben V. Anderson |
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Chairman |
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Adolphus B. Baker |
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William C. Deviney, Jr. |
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C. Gerald Garnett |
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Daniel A. Grafton |
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Chairman |
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X |
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X |
Richard G. Hickson |
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X |
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David H. Hoster II |
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John M. McCullouch |
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X |
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Chairman |
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X |
Richard H. Puckett |
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X |
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R. Michael Summerford |
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Chairman |
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X |
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X |
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X |
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X |
Kenneth W. Williams |
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X |
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William G. Yates, Jr. |
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X |
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Chairman |
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2008 Meetings |
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3
Director Compensation for 2008
The following table provides compensation information for the year ended December 31, 2008,
for each non-employee member of the Board.
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Change in |
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Pension Value |
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and Non-Qualified |
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Non-Equity |
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Deferred |
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Fees Earned or |
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Incentive Plan |
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Compensation |
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All Other |
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Paid in Cash |
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Awards |
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Awards |
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Compensation |
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Earnings |
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Compensation |
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Total |
Name
(1) |
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($)(2) |
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($)(3) |
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($)(4) |
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($) |
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($)(5) |
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($) |
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($) |
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J. Kelly Allgood (6) |
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$ |
11,000 |
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$ |
3,294 |
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$ |
4,032 |
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--- |
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$ |
6,320 |
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--- |
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$ |
24,646 |
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Reuben V. Anderson |
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$ |
35,250 |
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$ |
5,835 |
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$ |
4,802 |
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--- |
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$ |
48,854 |
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--- |
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$ |
94,741 |
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Adolphus B. Baker |
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$ |
23,000 |
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$ |
5,835 |
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$ |
6,650 |
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--- |
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$ |
53,354 |
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--- |
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$ |
88,839 |
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William C. Deviney, Jr. |
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$ |
25,750 |
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$ |
5,835 |
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$ |
6,650 |
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--- |
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$ |
106,713 |
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--- |
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$ |
144,948 |
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C. Gerald Garnett |
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$ |
34,000 |
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$ |
5,835 |
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$ |
6,740 |
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--- |
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--- |
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--- |
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$ |
46,575 |
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Daniel A. Grafton |
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$ |
35,500 |
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$ |
5,835 |
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$ |
2,910 |
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--- |
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--- |
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--- |
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$ |
44,245 |
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David H. Hoster II |
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$ |
23,250 |
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$ |
5,835 |
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--- |
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--- |
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--- |
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--- |
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$ |
29,085 |
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John M. McCullouch |
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$ |
28,250 |
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$ |
5,835 |
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$ |
6,650 |
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--- |
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--- |
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--- |
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$ |
40,735 |
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Richard H. Puckett |
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$ |
31,250 |
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$ |
5,835 |
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$ |
6,650 |
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--- |
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$ |
77,579 |
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--- |
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$ |
121,314 |
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R. Michael Summerford |
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$ |
52,250 |
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$ |
5,835 |
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$ |
6,650 |
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--- |
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--- |
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--- |
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$ |
64,735 |
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Kenneth W. Williams |
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$ |
23,500 |
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$ |
5,835 |
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$ |
4,032 |
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--- |
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$ |
8,798 |
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--- |
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$ |
42,165 |
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William G. Yates, Jr. |
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$ |
25,250 |
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$ |
5,835 |
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$ |
4,032 |
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--- |
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--- |
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--- |
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$ |
35,117 |
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(1) |
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Richard G. Hickson, Trustmarks CEO, is not included in this table as he is an associate of Trustmark and thus receives no compensation for his service
as a director. The compensation received by Mr. Hickson as an associate of Trustmark is shown in the Summary Compensation Table on page 24. |
(2) |
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Includes fees deferred pursuant to the voluntary Trustmark Corporation Non-Qualified Deferred Compensation (NQDC) Plan and/or the Directors
Deferred Fee Plan. Where applicable, also includes fees paid for attendance at committee meetings of the Trustmark National Bank Board of Directors
(the Bank Board). |
(3) |
|
The amounts in this column do not reflect compensation actually received by the director during 2008. These amounts reflect the dollar amount
recognized by Trustmark for financial statement reporting purposes for the fiscal year ended December 31, 2008, in accordance with FAS 123(R) for
stock awards pursuant to Trustmarks stock and incentive compensation plans and include amounts from awards granted prior to 2008. Assumptions
used in the calculation of these amounts are included in Note 14 to Trustmarks audited financial statements for the fiscal year ended December 31,
2008, in Trustmarks Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2009. The grant date fair value
of the performance-based restricted shares and potential excess shares granted to each non-employee director in 2008, computed in accordance with
FAS 123(R), was $6,190 per director, with the exception of Mr. Allgood, who retired from the Board on May 13, 2008, and, therefore, did not receive
an award. The grant date fair value of the time-based restricted stock granted to each non-employee director in 2008, in accordance with FAS 123(R),
was $2,247 per director, with the exception of Mr. Allgood, who retired from the Board on May 13, 2008, and, therefore, did not receive an award. At
December 31, 2008, each non-employee director had 467 shares of performance-based restricted stock outstanding, with the exception of Mr. Allgood,
who had 250 shares outstanding. These awards will vest only if the related performance measures are achieved. If vesting of the related performance
measures exceeds 100%, each non-employee director will also receive up to an additional 467 excess shares of time-based restricted stock, with the
exception of Mr. Allgood, who will receive up to 250 excess shares. At December 31, 2008, each non-employee director had 107 shares of time-based
restricted stock outstanding, with the exception of Mr. Allgood, who had no time-based restricted stock outstanding. |
(4) |
|
The amounts in this column do not reflect compensation actually received by the director during 2008. These amounts reflect the dollar amount
recognized by Trustmark for financial statement reporting purposes for the fiscal year ended December 31, 2008, in accordance with FAS 123(R) for
option awards pursuant to Trustmarks stock and incentive compensation plans, and relate to amounts from awards granted prior to 2008. No option
awards were granted to directors during 2008. Assumptions used in the calculation of these amounts are included in Note 14 to Trustmarks audited
financial statements for the fiscal year ended December 31, 2008, in Trustmarks Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 26, 2009. At December 31, 2008, the directors had the following options outstanding from grants under Trustmarks stock and
incentive compensation plans: McCullouch, Summerford 6,000 each, Yates 11,000, Allgood, Grafton 2,000 each, all other non-employee directors
12,000 each, with the exception of Mr. Hoster, who had no options outstanding. |
(5) |
|
The amounts in this column reflect the increase in actuarial present value of the directors accumulated benefits under Trustmarks Directors Deferred
Fee Plan, determined using interest rate and mortality rate assumptions consistent with those used in Trustmarks audited financial statements and
include amounts which the director may not currently be entitled to receive as such amounts are not yet vested. |
(6) |
|
Mr. Allgood retired from the Board on May 13, 2008. |
Non-employee directors receive an annual retainer of $12,000 plus $1,500 for each Board meeting
attended. The Executive Committee Chairman receives an additional annual retainer of $6,000, and
all other Executive Committee members receive an additional annual retainer of $3,000. The Audit
and Finance Committee Chairman also receives an additional annual retainer of $12,000. All
committee chairmen and committee members receive $1,250 and $1,000, respectively, for each
committee meeting attended. In addition, directors who serve either as chairman or member of a
committee of the Bank Board receive $1,000 or $750, respectively, for each committee meeting
attended. For meetings wherein the director attends via teleconference, the director receives
one-half of the meeting fee. Directors are also eligible to be reimbursed for expenses incurred in
attending Board and committee meetings. The CEO receives no compensation for Board or committee
service.
4
Trustmark provides non-employee directors who became directors prior to 2003 the opportunity to
participate in the Directors Deferred Fee Plan. Under the plan, eligible directors may defer
$12,000 of 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 is determined based upon
the participants annual contribution amount, the length of Board service (with accrual and vesting
occurring pro-rata assuming Board service to the directors normal retirement date (March 1
following age 65)) and the age of the director at date of entry into the plan. The plan requires
retirement benefits to commence at normal retirement. Thus, should a director continue service
beyond age 65, retirement benefits would begin prior to cessation of service. Currently, two
directors are over age 65 and are receiving annual benefits of $94,214 and $28,359. Depending on a
number of factors, the projected annual benefit at retirement is payable for the longer of life or
twenty-five years and ranges from $61,000 to $133,000 for current directors electing to
participate in the plan who are not yet receiving benefits. The vested annual benefit as of
December 31, 2008, payable at the directors normal retirement date to current directors electing
to participate in the plan ranges from $36,000 to $60,000. If a participating director dies prior
to retirement, his beneficiary will receive a scheduled death benefit for ten years. If the plan
is terminated, or a directors Board service is terminated, within three years after a change in
control of Trustmark (as defined in the plan), affected directors will be credited with up to an
additional five years of Board service for purposes of determining retirement benefits at the
directors normal retirement date. Trustmark has purchased life insurance contracts on
participating directors to fund the benefits to be paid under this plan.
Non-employee directors are eligible to receive equity compensation awards under the Trustmark
Corporation 2005 Stock and Incentive Compensation Plan. In the event of a change in control, the
vesting of stock options is accelerated, and directors are entitled to a time-weighted portion of
any unvested restricted stock, based on actual performance to date. Prior to 2007, Trustmark
granted stock options to its non-employee directors. In 2007, Trustmark ceased granting stock
options and commenced granting performance-based restricted stock to its non-employee directors on
terms substantially similar to those granted to executive management. When implementing a similar
change with respect to restricted stock grants for executive management, Trustmark began granting
non-employee directors a restricted stock award consisting of one-third of a time-based restricted
stock grant and two-thirds of a performance-based restricted stock grant, on terms substantially
similar to those granted to executive management beginning in 2008. On April 22, 2008, each
non-employee director received an award of 217 performance-based restricted shares and 107
time-based restricted shares. For the performance-based restricted shares, the performance period
ends December 31, 2010, and if vesting of the related performance measures exceeds 100%, each
non-employee director will also receive up to an additional 217 excess shares of time-based
restricted stock, which vests after 36 months if the director is still serving at the time. The
time-based restricted shares granted in 2008 vest on December 31, 2010, if the director is still
serving at the time. Mr. Allgood retired from the Board on May 13, 2008, and, therefore, did not
receive stock awards in 2008. On January 27, 2009, each non-employee director received an award of
397 time-based restricted shares, which vest on January 27, 2012, if the director is still serving
at the time.
In addition to the Directors Deferred Fee Plan described above, non-employee directors may
defer all or a part of their annual retainer and meeting fees (excluding any contribution to the
Directors Deferred Fee Plan) pursuant to Trustmarks NQDC Plan. The compensation deferred is
credited to a liability 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 directors retirement or
cessation of service on the Board.
Communications with Directors
Shareholders desiring to contact Trustmarks Board may do so by sending written correspondence
to Board of Directors, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205 or by email
to boardofdirectors@trustmark.com.
Communications will be referred to the Chairman 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 Trustmarks Whistleblower Policy, complaints relating to Trustmarks accounting,
internal accounting controls or auditing matters should be directed to the Trustmark Hotline at
1-888-208-8900. Complaints will be investigated by Trustmarks General Counsel and reported to the
Audit and Finance Committee.
Nomination of Directors
Nominations for election to the Board may be made by the Board or by any shareholder of any
outstanding class of capital stock of Trustmark entitled to vote for the election of directors.
Nominations other than those made by or on behalf of the existing management
of Trustmark shall be made in writing and shall be delivered or mailed to Trustmarks Chairman of
the Board not less than fourteen days nor more than fifty days prior to any meeting of
shareholders called for the election of directors; provided, however, that if less than twenty-one
days notice of the meeting is given to shareholders, such nomination shall be mailed or delivered
to the Chairman of the Board no later than the close of business on the seventh day following the
day on which the notice of the meeting was mailed. Such notification shall contain the following
information
5
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; and (e) the number of shares of capital stock of Trustmark
owned by the notifying shareholder.
Nominations not made in accordance with the above procedure may be disregarded by the Chairman
of the meeting at his discretion, and upon his instruction, all votes cast for each such nominee
may be disregarded.
Trustmarks bylaws permit direct nominations by shareholders. Therefore, the Nominating
Committee does not have a policy for considering nominations by shareholders through the 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
individuals name to the Nominating Committee in writing addressed to Trustmark Corporation
Nominating Committee, Post Office Box 291, Jackson, MS 39205 or by email to
boardofdirectors@trustmark.com. In order to give the Nominating Committee adequate time to consider
any such individual for nomination as a director at the 2010 Annual Meeting of Shareholders, such
recommendations should be delivered no later than October 1, 2009. 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. With regard to the proposed
nominees for 2009, all nominees have previously served on the Board, with the exception of Fred E.
Carl, Jr., LeRoy G. Walker, Jr. and William G. Yates III, who were recommended for consideration by
management.
Director Qualifications
The Board believes that in order to appropriately carry out their roles, directors must
demonstrate a variety of personal traits, leadership qualities and competencies. In considering
nominees submitted by the Board or management, the Nominating Committee will use these traits,
leadership qualities and individual competencies to assess future director nominees suitability
for Board service. Each director is required to own in his own right common or preferred stock of
Trustmark having an aggregate par, fair market or equity value of not less than $1,000 as of the
most recent of (i) the date of purchase, (ii) the date the person became a director or (iii) the
date of the directors most recent election to the Board. Upon attaining the age of 68, a director
is required to retire from the Board effective upon completion of his or her then current term of
office.
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:
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Personal and Professional Integrity |
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Accountability |
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Informed Business Judgment |
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Mature Confidence |
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High Performance Standards |
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Initiative and Responsiveness |
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Business Credibility |
Leadership Qualities
When seeking individuals to fill leadership roles, the following skill sets are required:
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Communication Skills |
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Crisis Management Skills |
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Facilitation Skills |
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Relationship Building/Networking |
6
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:
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Board Committees |
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Audit and |
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Human |
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Strategic |
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Individual Director Competencies |
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Finance |
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Executive |
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Resources |
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Nominating |
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Planning |
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1. Financial Acumen |
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Accounting & finance knowledge |
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ü |
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ü |
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ü |
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Financial statement analysis |
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ü |
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Knowledge of capital markets |
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Financial planning |
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ü |
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Ability to communicate financial concepts in lay terms |
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ü |
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2. Organizational Effectiveness |
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Talent management |
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Understanding of compensation issues |
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ü |
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Ability to discern candidate qualifications |
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3. Strategic Direction |
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Vision |
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Strategic perspective |
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Technology knowledge |
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Industry knowledge |
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PROPOSAL 1: ELECTION OF DIRECTORS
The Board has fixed the number of directors for the coming year at twelve. The nominees
listed herein have been proposed by the Board for election at the meeting. Retiring director
William G. Yates, Jr. is the father of director-nominee William G. Yates III.
Shares represented by the proxies will, unless authority to vote is withheld, be voted in
favor of the proposed slate of twelve nominees. In the election of directors, each shareholder may
vote his shares cumulatively by multiplying the number of shares he is entitled to vote by the
number of directors to be elected. This product constitutes the number of votes the shareholder may
cast for one nominee or distribute among any number of nominees. The proxies reserve the right, in
their discretion, to vote cumulatively. If a shareholder withholds authority for one or more
nominees and does not direct otherwise, the total number of votes the shareholder is entitled to
cast will be distributed among the remaining nominees.
Should any of these nominees be unable to
accept the nomination, the votes which otherwise would have been cast for the nominee(s) will be
voted for such other person(s) as the Board shall nominate. Each director is elected to hold office until the next annual meeting of shareholders or until a successor is elected and qualified.
The persons who will be elected to the Board will be the twelve nominees receiving the highest
number of votes.
The Board recommends that shareholders vote for the proposed nominees.
7
THE NOMINEES
Name and Age at Record Date
Position, Principal Occupation During Past 5 Years and Directorships
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President and COO, Cal-Maine Foods,
Inc. (Producer and Distributor of Shell
Eggs) |
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Director of Trustmark since 2007 |
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Other Directorships: Trustmark National
Bank,
Cal-Maine Foods, Inc. |
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President and CEO, Viking Range Corporation
(Manufacturer of Major Appliances and Related Culinary Products) |
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Nominated for Director of Trustmark in 2009 |
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Other Directorships: Trustmark National Bank |
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William C. Deviney, Jr. |
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63 |
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CEO, Deviney Construction Company,
Inc. (Telecommunications Construction) |
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Director of Trustmark since 1995 |
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Other Directorships: Trustmark National Bank |
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Retired President, L-3 Vertex
Aerospace (Provider of Aviation and
Aerospace Services) |
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Director of Trustmark since 2007 |
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Trustmark Corporation
Committees: Executive Human
Resources (Chairman) Nominating
Strategic Planning |
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Other Directorships: Trustmark National Bank |
8
Name and Age at Record Date
Position, Principal Occupation During Past 5 Years and Directorships
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Chairman, President and CEO, Trustmark Corporation;
Chairman and CEO, Trustmark National Bank |
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Director of Trustmark since 1997 |
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Trustmark Corporation Committees:
Executive |
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Other Directorships: Trustmark National Bank |
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President and CEO, EastGroup Properties, Inc.
(Real Estate Investment Trust) |
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Director of Trustmark since 2008 |
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Trustmark Corporation Committees:
Audit
and Finance |
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Other Directorships: Trustmark National Bank,
EastGroup Properties, Inc. |
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Retired President, AT&T Mississippi |
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Director of Trustmark since 2005 |
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Trustmark Corporation Committees:
Executive Nominating (Chairman) Strategic
Planning |
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Other Directorships: Trustmark National Bank |
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President and CEO, Puckett Machinery Company
(Distributor of Heavy Earth Moving Equipment) |
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Director of Trustmark since 1995 |
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Trustmark Corporation Committees: Audit
and Finance |
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Other Directorships: Trustmark National Bank |
9
Name and Age at Record Date
Position, Principal Occupation During Past 5 Years and Directorships
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Former President and COO, ChemFirst, Inc.
(Manufacturer of Electronic and Specialty Chemicals) |
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Director of Trustmark since 2005 |
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Trustmark Corporation Committees: Audit and
Finance (Chairman) Executive Human Resources
Nominating Strategic Planning |
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Other Directorships: Trustmark National Bank |
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President, LTM Enterprises, Inc.
(McDonalds Franchisee) |
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Nominated for Director of Trustmark in 2009 |
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Other Directorships: Trustmark National Bank |
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President, Corinth Coca-Cola Bottling Works;
President, Refreshments, Inc., and Refreshments
of
Tennessee, Inc.; Secretary/Treasurer,
Weaver
Consolidated Group, Inc.
(Soft Drink Bottler) |
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Director of Trustmark since 1998 |
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Trustmark Corporation Committees: Audit
and Finance |
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Other Directorships: Trustmark National Bank |
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President and CEO, W.G. Yates & Sons Construction Company
(Construction) |
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Nominated for Director of Trustmark in 2009 |
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Other Directorships: Trustmark National Bank |
10
STOCK
Securities Ownership by Certain Beneficial Owners and Management
The following table reflects the number of Trustmark common shares beneficially owned by (a)
persons known by Trustmark to be the beneficial owners of more than 5% of its outstanding shares,
(b) directors and nominees, (c) each of the named executive officers (NEOs) within the Executive
Compensation section and (d) directors and executive officers of Trustmark as a group. The persons
listed below have sole voting and investment authority for all shares except as indicated. The
percentage of outstanding shares of common stock owned is not shown where less than 1%.
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Shares |
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Beneficially |
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Percent of |
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Owned |
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Outstanding |
Name |
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as of 03/01/09 (1) |
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Shares |
Robert M. Hearin Foundation |
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5,565,374 |
(2) |
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9.70 |
% |
Robert M. Hearin Support Foundation
Post Office Box 16505
Jackson, Mississippi 39236 |
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Barclays Global Investors, NA |
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3,883,745 |
(3) |
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6.77 |
% |
Barclays Global Investors, NA
400 Howard Street
San Francisco, CA 94105
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Reuben V. Anderson |
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34,830 |
(4)(5) |
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Adolphus B. Baker |
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16,571 |
(4)(6) |
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Fred E. Carl, Jr. |
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2,655 |
(7) |
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William C. Deviney, Jr. |
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35,637 |
(4)(8) |
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Duane A. Dewey |
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51,217 |
(9) |
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C. Gerald Garnett |
|
|
21,063 |
(4)(10) |
|
|
|
|
Daniel A. Grafton |
|
|
13,771 |
(11) |
|
|
|
|
Louis E. Greer |
|
|
45,692 |
(12) |
|
|
|
|
Richard G. Hickson |
|
|
464,021 |
(13)(14) |
|
|
|
|
Gerard R. Host |
|
|
214,416 |
(15)(16) |
|
|
|
|
David H. Hoster II |
|
|
1,467 |
(17) |
|
|
|
|
John M. McCullouch |
|
|
7,186 |
(18) |
|
|
|
|
Richard H. Puckett |
|
|
92,503 |
(4)(19) |
|
|
|
|
R. Michael Summerford |
|
|
7,971 |
(18) |
|
|
|
|
Breck W. Tyler |
|
|
47,797 |
(20) |
|
|
|
|
LeRoy G. Walker, Jr. |
|
|
1,692 |
(7) |
|
|
|
|
Kenneth W. Williams |
|
|
24,269 |
(4)(21) |
|
|
|
|
William G. Yates III |
|
|
1,397 |
(7) |
|
|
|
|
William G. Yates, Jr. |
|
|
32,346 |
(22)(23)(24) |
|
|
|
|
Directors and executive officers of Trustmark
as a group |
|
|
1,606,100 |
(25) |
|
|
2.80 |
% |
|
|
|
(1) |
|
Includes options exercisable within 60 days of March 1, 2009. |
(2) |
|
Includes 383,928 shares owned by the Robert M. Hearin Foundation, 3,519,482 shares owned by the Robert M. Hearin Support Foundation, 1,388,964
shares owned by Capitol Street Corporation and 273,000 shares owned by Bay Street Corporation. Capitol Street Corporation is a 100% owned
subsidiary of Galaxie Corporation, which may be deemed to be controlled by the Robert M. Hearin Support Foundation. Voting and investment
decisions concerning shares beneficially owned by the Robert M. Hearin Foundation and the Robert M. Hearin Support Foundation are made by the
Foundations trustees: Robert M. Hearin, Jr., Matthew L. Holleman III, Daisy S. Blackwell, E.E. Laird, Jr., Laurie H. McRee and Alan W. Perry. |
(3) |
|
According to Schedule 13G filed with the SEC on February 5, 2009, the following entities are the beneficial owners of an aggregate of 3,883,745
shares (or 6.77%) of Trustmark common stock: Barclays Global Investors, NA is the beneficial owner of 1,237,340 shares; and Barclays Global Fund
Advisors is the beneficial owner of 2,646,405 shares. Together, these reporting persons have sole voting power with respect to 3,670,280 shares and
sole dispositive power with respect to 3,883,745 shares. The foregoing information has been included solely in reliance upon, and without independent
investigation of, the disclosures contained in the above-referenced Schedule 13G. |
(4) |
|
Includes 10,000 shares the individual has the right to acquire through the exercise of options granted under Trustmarks stock and incentive
compensation plans. |
(5) |
|
Includes 1,411 shares owned by spouse and children as to which Mr. Anderson has no voting or investment control and 574 shares of restricted stock to
which Mr. Anderson has sole voting power but which cannot be transferred prior to vesting. |
(6) |
|
Includes 971 shares of restricted stock to which Mr. Baker has sole voting power but which cannot be transferred prior to vesting. |
(7) |
|
Includes 397 shares which Mr. Carl, Mr. Walker and Mr. Yates have the right to acquire through the exercise of options. |
(8) |
|
Includes 971 shares of restricted stock with respect to which Mr. Deviney has sole voting power but which cannot be transferred prior to vesting. |
(9) |
|
Includes 34,000 shares that Mr. Dewey has the right
to acquire through the exercise of options and 12,310 shares of restricted stock with respect to
which Mr. Dewey has sole voting power but which cannot be transferred prior to vesting. |
(10) |
|
Includes 574 shares of restricted stock to which Mr. Garnett has sole voting power but which cannot be transferred prior to vesting. |
(11) |
|
Includes 12,000 shares as to which Mr. Grafton shares voting and investment power with his spouse, 800 shares Mr. Grafton has the right to acquire |
11
|
|
|
|
|
through the exercise of options granted under Trustmarks stock and incentive compensation plans and 971 shares of restricted stock with respect to
which Mr. Grafton has sole voting power but which cannot be transferred prior to vesting. |
(12) |
|
Includes 23,600 shares that Mr. Greer has the right
to acquire through the exercise of options and 11,844 shares of restricted stock with respect to
which Mr. Greer has sole voting power but which cannot be transferred prior to vesting. |
(13) |
|
Includes 2,000 shares as to which Mr. Hickson shares voting and investment power with his spouse. |
(14) |
|
Includes 272,500 shares that Mr. Hickson has the right to acquire through the exercise of options and 110,456 shares of restricted stock with respect to
which Mr. Hickson has sole voting power but which cannot be transferred prior to vesting. |
(15) |
|
Includes 21,469 shares owned by spouse and children as to which Mr. Host has no voting or investment control. |
(16) |
|
Includes 117,111 shares that Mr. Host has the right
to acquire through the exercise of options and 36,740 shares of restricted stock with respect to
which Mr. Host has sole voting power but which cannot be transferred prior to vesting. |
(17) |
|
Includes 467 shares of restricted stock with respect to which Mr. Hoster has sole voting power but which cannot be transferred prior to vesting. |
(18) |
|
Includes 4,000 shares that Mr. McCullouch and Mr. Summerford have the right to acquire through the exercise of options and 971 shares of restricted
stock with respect to which Mr. McCullouch and Mr. Summerford have sole voting power but which cannot be transferred prior to vesting. |
(19) |
|
Includes 79,882 shares owned by spouse and children as to which Mr. Puckett has no voting or investment control and 971 shares of restricted stock
with respect to which Mr. Puckett has sole voting power but which cannot be transferred prior to vesting. |
(20) |
|
Includes 25,700 shares that Mr. Tyler has the right
to acquire through the exercise of options and 11,284 shares of restricted stock with respect to which
Mr. Tyler has sole voting power but which cannot be transferred prior to vesting. |
(21) |
|
Includes 971 shares of restricted stock with respect to which Mr. Williams has sole voting power but which cannot be transferred prior to vesting. |
(22) |
|
Includes 12,276 shares as to which Mr. Yates shares voting and investment power with his spouse. |
(23) |
|
Includes 9,000 shares that Mr. Yates has the right to acquire through the exercise of options and 574 shares of restricted stock with respect to which Mr.
Yates has sole voting power but which cannot be transferred prior to vesting. |
(24) |
|
Includes 10,496 shares held by a corporation controlled by Mr. Yates for which he exercises voting rights. |
(25) |
|
Includes shares held directly or indirectly by 25 individuals: the currently serving directors and NEOs listed herein, as well as Trustmarks other
remaining executive officers and the General Counsel/Secretary. Of these shares, 9,235 shares are pledged as security. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1943 requires Trustmarks directors, executive
officers and persons who own more than 10% of Trustmarks common stock to file reports of their
ownership and changes in ownership of Trustmarks common stock. Trustmark prepares these reports
for the directors and executive officers who request it on the basis of information obtained from
them and Trustmarks records. Based on information available to Trustmark during 2008, we believe
that all applicable Section 16(a) filing requirements were met.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Human Resources Committee. Trustmarks Human Resources Committee of the Board (the Committee)
is currently comprised of Messrs. Grafton (Chairman), Anderson, Garnett and Summerford. The
Committee operates under a written charter adopted by the Board. This charter is reviewed annually
by the Committee and was last approved by the Board on January 27, 2009. The Board has determined
that the members of the Committee are non-employee directors (within the meaning of Rule 16b-3 of
the Exchange Act), outside directors (within the meaning of Section 162(m) of the Internal
Revenue Code) and independent directors (within the meaning of Rule 4200(15) of the NASDAQ
Marketplace Rules). In addition, no Committee member is a current or former associate of Trustmark
or any of its subsidiaries.
The Committees charter requires that members of the Committee possess certain competencies,
although each member of the Committee is not required to possess all of these competencies. One or
more members of the Committee must:
|
|
|
demonstrate knowledge and understanding of human capital management issues, including corporate
manager/officer selection, training, retention and succession planning, |
|
|
|
be familiar with all components of management compensation (such as base salary, annual
incentives, restricted stock and other long-term incentives, perquisites and supplemental benefits), understanding the link between compensation and performance and how compensation can be used
to support Trustmarks business strategy, and |
|
|
|
demonstrate an ability to select and assess corporate officers, including experience or ability
in developing officer selection criteria and creating performance standards and evaluation
processes. |
Board and Committee Process. The Committee is charged with ensuring that policies and practices are
in place to facilitate (i) the development of Trustmarks and its principal subsidiary, Trustmark
National Banks (the Bank), management talent, (ii) orderly CEO succession, (iii) the setting of
management and director compensation at competitive levels and (iv) Trustmarks corporate social
responsibility. The CEO and the Director of Human Resources interface with the Committee in
connection with the Committees executive compensation decision-making, providing comparative data
as well as making recommendations. The Committee also reviews, on at least an annual basis,
Trustmarks management talent levels and
12
management succession planning. Although considered officers of Trustmark Corporation under the
rules and regulations of the Exchange Act, management of Trustmark, including the NEOs, are
employed by the Bank rather than Trustmark Corporation. As employees of the Bank, the NEOs
compensation is paid by the Bank, except for equity awards under Trustmarks stock and incentive
compensation plans.
One of the Committees primary roles is to initiate, develop and recommend for approval by the
Board the cash and equity compensation of the CEO. The Committees recommendation is based on its
evaluation of the CEOs performance relative to annual corporate goals and objectives and in
conjunction with comparative market data provided by the Committees external compensation
consultant and internal data provided by human resources personnel. For cash compensation of the
other NEOs, the CEO and Director of Human Resources make recommendations to the Committee that are
generally approved by the Committee and then recommended to the Bank Board for review and approval.
The Committee also administers Trustmarks equity-based compensation plans and deferred
compensation plans. With respect to equity compensation awarded to other NEOs and associates, the
Committee reviews and recommends grants of performance-based restricted stock and time-based
restricted stock for approval by the Board, generally based upon the recommendation of the CEO. The
Committee has delegated authority to the CEO to grant limited equity awards, which are reviewed by
the Committee.
The CEO and the Director of Human Resources establish the agenda for Committee meetings. The
Committee reports regularly to the Board on matters relating to the Committees responsibilities.
In addition, the Committee follows regulatory and legislative developments and considers corporate
governance best practices in performing its duties. In 2008, the Committee met seven times. The
Committee periodically meets with the CEO and the Director of Human Resources to assess progress
toward meeting objectives set by the Board for both annual and long-term compensation.
Participation in Capital Purchase Program. Trustmark participated in the Troubled Asset
Relief Program (TARP) Capital Purchase Program (Capital Purchase Program) under the Emergency
Economic Stabilization Act of 2008 (EESA), through which the U.S. Treasury Department (Treasury)
invested approximately $215 million in Trustmark preferred stock and warrants on November 21, 2008.
As a result of Trustmarks participation in the Capital Purchase Program, the EESA mandates that
Trustmark implement certain restrictions and limitations on executive compensation, in particular
severance pay, requires a review to ensure Trustmarks incentive compensation programs do not
encourage senior executive officers, which are the same as the NEOs, to take excessive risks and
limits tax deductions for senior executive pay. These restrictions, limitations and other
requirements apply to Trustmark for as long as the Treasury holds preferred or common stock in
Trustmark (the TARP Period). Trustmarks participation in the Capital Purchase Program was a
catalyst for several actions:
|
|
|
the Committee and Board approved an omnibus amendment to limit benefits of senior executive
officers as required by the EESA, and all members of Trustmarks executive management, including
the NEOs, consented to this omnibus amendment and executed waivers consenting to the restrictions
and limitations required by the EESA rules; |
|
|
|
the Committee conducted a review of Trustmarks incentive programs from a risk perspective and
concluded they do not encourage unnecessary or excessive risk; and |
|
|
|
the tax deductibility of a portion of the compensation earned by certain Trustmark NEOs is
limited for 2008 and future years. |
On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment
Act of 2009 (the ARRA). The ARRA amends, among other things, the EESA by directing the Treasury to
issue regulations implementing additional limitations on compensation paid or accrued by financial
institutions, such as Trustmark, participating in the Capital Purchase Program. These limitations,
as applicable to Trustmark, are to include:
|
|
|
a prohibition on paying or accruing bonus, incentive or retention compensation for at least
the five most highly-compensated employees, other than certain awards of restricted stock or
bonuses payable under existing employment agreements; |
|
|
|
a prohibition on making any payments to the five NEOs and the next five most highly-compensated
employees for departure from Trustmark other than compensation earned for services rendered or
accrued benefits; |
|
|
|
subjecting bonus, incentive and retention payments made to the five NEOs and the next 20 most
highly-compensated employees to repayment (clawback) if based on statements of earnings, revenues,
gains or other criteria that are later found to be materially inaccurate; |
|
|
|
a prohibition on any compensation plan that would encourage manipulation of reported earnings; |
|
|
|
establishment by the Board of a company-wide policy regarding excessive or luxury expenditures,
including office and facility renovations, aviation or other transportation services and other
activities or events that are not reasonable expenditures for staff development, reasonable
performance incentives or similar measures in the ordinary course of business; |
|
|
|
a say-on-pay proposal for a non-binding vote of shareholders at annual meetings, whereby
shareholders vote, on a |
13
|
|
|
non-binding basis, to approve (or disapprove) the compensation of executives as disclosed
pursuant to the executive compensation disclosures included in the proxy statement; and |
|
|
|
a review by the Treasury of any bonus, retention awards or other compensation paid to the five NEOs and the next 20 most highly-compensated employees prior to February 17, 2009, to determine
if such payments were inappropriate and negotiate for the reimbursement of such excess payments. |
As noted, the ARRA directs the Treasury to issue regulations implementing the foregoing. There
are numerous questions regarding the scope of the limitations and the requirements of the ARRA.
None of the regulations mandated by the ARRA have been issued to date. Trustmark has already
implemented the prior requirements of the EESA. Pending the issuance of regulations, the Board,
Committee and management are reviewing the requirements of the ARRA, its impact on current and
future compensation and the effect of the laws requirements on Trustmarks competitive position.
When such regulations are published, the Committee promptly will make appropriate changes to
Trustmarks executive compensation program. Actions required by the ARRA and consideration of
competitive factors may include changes to the form and amount of compensation paid to Trustmarks
executive officers, including adjustments to base salaries, the reduction or elimination of bonus
compensation, a change in the form of restricted stock awards and/or modifications to existing
agreements. Trustmarks ability to provide NEOs with short-term and long-term incentive pay during the TARP
Period may be sharply curtailed by the ARRA.
Except as expressly mentioned otherwise, the following discussion does not address the effect,
if any, compliance with the ARRA may have on Trustmarks executive compensation program, and
references to the EESA refer to its requirements as applicable prior to the enactment of the ARRA.
Guiding Philosophy. The Committees guiding philosophy is to attract and retain highly
qualified executives and to motivate them to maximize shareholder value by achieving performance
goals. The following objectives serve as guiding principles for all compensation decisions:
|
|
|
Providing competitive total compensation that will enable Trustmark to attract, retain and
motivate highly qualified executives. |
|
|
|
Aligning compensation opportunities with shareholder interests by making a portion of each
NEOs compensation dependent on Trustmarks performance with respect to total shareholder
return (TSR), return on average tangible equity (ROATE) and earnings per share (EPS) of
Trustmark, in addition to strategic drivers such as operating efficiency, revenue growth,
credit quality and net income for the company and/or lines of business, where applicable. |
|
|
|
Providing an incentive for personal performance by making a portion of each NEOs base
compensation dependent on realizing individual performance objectives. |
|
|
|
Providing a strong emphasis on equity-based compensation and equity ownership, creating a
direct link between shareholder and management interests. |
|
|
|
Ensuring that incentive compensation paid to NEOs will normally be deductible for federal
income tax purposes, but also recognizing that there are circumstances where deductibility is
secondary and may not be permitted. |
|
|
|
Ensuring that policies and practices are in place to develop management talent, establish
effective corporate governance and set management compensation at competitive levels. |
In making determinations on the mix and amount of executive compensation, the Committee
reviews all components of executive compensation, including base salary, annual cash bonuses,
equity-based compensation, costs of perquisites and any other form of compensation received from
Trustmark. The Committee believes that the total compensation opportunity available to members of
management should consist of base salary, annual bonuses, equity-based compensation, retirement
benefits and perquisites, each of which is a standard compensation component for NEOs at
Trustmarks peer institutions. The Committee reviews and recommends to the Board compensation
levels for the CEO and recommends to the Bank Board compensation levels for the Banks executive
management based on Trustmarks performance, individual performance and experience, as well as peer
comparisons and company affordability analysis. Based on its review, the Committee believes total
compensation for Trustmarks NEOs for 2008 is generally in
line with compensation levels for management of similar-sized financial institutions with
Trustmarks level of corporate performance. The individual components of such compensation,
however, may be higher or lower in some cases.
Benchmarking. The Committee is authorized to retain experts, consultants and other advisors to
aid in the discharge of its duties. In accordance with the Committees charter, the hiring of such
advisors is at the Committees discretion, except that the Chairman of the Committee must obtain
approval of the Board for engagements that exceed $10,000 annually. For 2009, the Board has
pre-approved an allowance of up to $100,000 for use by the Committee. Following a detailed
executive compensation analysis by Wachovia Employer Solutions Group (Wachovia) in late 2006 and
early 2007 regarding compensation for the CEO and the second highest-paid executive, to ensure that
Trustmarks compensation levels were in line
14
with compensation for management of similar-sized financial institutions with Trustmarks level of
corporate performance, and as a matter of business prudence, the Committee requested that the
Director of Human Resources during the second quarter of 2007 conduct a Request for Proposal (RFP)
process on behalf of the Committee to evaluate compensation consultants for future work, including
an extensive review of the compensation of the members of the Banks executive management,
including all of the NEOs. As a result of the RFP, the Committee retained Mercer (US) Inc. (Mercer)
during the third quarter of 2007 to provide information, analyses and advice to aid in the
determination of competitive executive pay, as described below. The Mercer consultant who performs
these services reports directly to the Committee Chairman. At the Committees direction, Mercers
services for the Committee during fiscal 2007 and 2008 for compensation to be awarded in 2008
included:
|
|
|
evaluating the competitive positioning of Trustmarks NEOs base salaries, annual incentive
and long-term incentive compensation relative to its peer group and the broader financial services
industry, |
|
|
|
assessing the alignment of Trustmark compensation levels relative to performance of Trustmark
against its peer group, |
|
|
|
providing ongoing advice as needed on the design of Trustmarks annual and long-term incentive
plans, |
|
|
|
evaluating the impact of Trustmarks equity programs on annual share use, run rate and total
dilution, |
|
|
|
evaluating the competitiveness of Trustmarks employment agreements relative to its peer group
and the broader financial services industry, and |
|
|
|
assisting with the preparation of this Compensation Discussion and Analysis. |
Mercer provided information to the Committee from published surveys and proxy statements of
peer financial institutions in the United States. The peer group used by the Committee for this
determination consists of a minimum of
15 financial institutions and is updated annually by the Committee, based on a process described
in Trustmarks Executive Compensation Peer Group Policy that includes recommendations from internal
sources, external sources, such as the compensation consultant, and the HR Director, with final
approval by the Committee, to reflect the companies against which Trustmark competes for executive
talent and for shareholder investment. The specific characteristics of the financial institutions
comprising the peer group vary from year to year, but the companies are chosen based on having
similar asset size to Trustmark, offering similar banking functions, having similar organizational
structure and/or having similar corporate performance. The companies comprising this peer group in
the 2007 Mercer study were the 23 financial institutions used for the equity-based grants approved
by the Committee in the beginning of 2007, which had market capitalizations ranging from
approximately $1.0 million to $3.0 billion and asset sizes ranging from approximately $6.0 billion
to $18.0 billion. For comparison purposes, Trustmarks asset size was slightly above the median for
this peer group, while its market capitalization was slightly below the median for this peer group.
In December 2007, Mercer provided an in-depth evaluation of the competitiveness of executive
compensation and the alignment of executive pay and business performance, and developed
recommendations for managing executive compensation in 2008. As part of its analysis, and with
consent of the Committee Chairman, Mercer conducted interviews with 11 Trustmark executives to
better understand their roles, as well as their perspectives on the existing compensation programs.
Mercer also analyzed data on business performance for one- and three-year periods ending December
31, 2006, and December 31, 2007 (based on annualized results through September 30, 2007) for
Trustmark and the peer companies. Using this information, along with proxy data from the peer group
and survey data for financial services companies, Mercer evaluated the alignment of pay and
performance, analyzed Trustmarks equity compensation practices in comparison to peer group
practices, developed proposed updates to the compensation peer group for 2008 to replace peers that
had been acquired and developed recommendations for managing executive pay in 2008. Mercer
presented the results directly to the Committee and, after receiving feedback from the Committee
and management, presented additional information and recommendations. The Committee approved the
addition of four new companies to the peer group for 2008 to replace the four companies that had
been acquired, added time-based restricted stock, widened the performance range for
performance-based restricted stock and increased the Chief Financial Officers (CFO) 2008 base
salary to bring it more in line with CFO base salaries paid by Trustmarks peers. For 2008, the
peer group consisted of the following companies:
|
|
|
|
|
|
|
|
|
|
|
Company Name |
|
Ticker |
|
Company Name |
|
Ticker |
|
Company Name |
|
Ticker |
|
|
|
|
|
|
|
|
|
|
|
BancorpSouth, Inc.
|
|
BXS
|
|
Hancock Holding Company
|
|
HBHC
|
|
UMB Financial Corporation
|
|
UMBF |
|
|
|
|
|
|
|
|
|
|
|
Citizens Republic Bancorp, Inc.
|
|
CRBC
|
|
MB Financial, Inc.
|
|
MBFI
|
|
Umpqua Holdings Corporation
|
|
UMPQ |
|
|
|
|
|
|
|
|
|
|
|
Commerce Bancshares, Inc.
|
|
CBSH
|
|
Old National Bancorp
|
|
ONB
|
|
United Bankshares, Inc.
|
|
UBSI |
|
|
|
|
|
|
|
|
|
|
|
Cullen/Frost Bankers, Inc.
|
|
CFR
|
|
Pacific Capital Bancorp
|
|
PCBC
|
|
United Community Banks, Inc.
|
|
UCBI |
|
|
|
|
|
|
|
|
|
|
|
First Midwest Bancorp, Inc.
|
|
FMBI
|
|
Park National Corporation
|
|
PRK
|
|
Valley National Bancorp
|
|
VLY |
|
|
|
|
|
|
|
|
|
|
|
FirstMerit Corporation
|
|
FMER
|
|
South Financial Group, Inc.
|
|
TSFG
|
|
Webster Financial Corporation
|
|
WBS |
|
|
|
|
|
|
|
|
|
|
|
F.N.B. Corporation
|
|
FNB
|
|
Sterling Financial Corporation
|
|
STSA
|
|
Whitney Holding Corporation
|
|
WTNY |
|
|
|
|
|
|
|
|
|
|
|
Fulton Financial Corporation
|
|
FULT
|
|
Susquehanna Bancshares, Inc.
|
|
SUSQ |
|
|
|
|
15
None of the peer companies had experienced acquisition activity leading to removal, but some of the
group did experience changes in market capitalization. Regarding Trustmarks peer group for 2009,
in the past, market capitalization was a primary criteria, but Mercer recommended against using
market capitalization as a primary criteria because of its potential volatility, placing more
emphasis on comparative asset size. As a result, market capitalization reduction was not used to
remove companies from the peer group for 2009, so the Committee decided to retain the same
23-institution peer group approved for 2008.
In the course of conducting its activities during 2008, Mercer attended three meetings (via
teleconference) of the Committee and presented its findings and recommendations for discussion.
All determinations regarding the amount or form of executive compensation under Trustmarks
executive compensation program are ultimately approved by the Committee and reflect factors and
considerations in addition to the information and advice provided by consultants. The Committee
does not delegate its authority to compensation consultants nor to other parties, other than to the
CEO, who may grant a limited number of equity awards for the purpose of retention and hiring of
mid- to senior-level executives, as necessary.
Allocation Among Components. Although the Committee does not seek a specific allocation
among the various compensation components, the percentages of salary, bonus and equity-based
compensation compared to total compensation as earned in 2008 were as follows for the NEOs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Typical Base |
|
Typical Cash |
|
Typical Equity |
|
|
Salary |
|
Bonus |
|
Award |
Hickson and Host |
|
|
44 |
% |
|
|
22 |
% |
|
|
34 |
% |
Greer and Dewey |
|
|
59 |
% |
|
|
19 |
% |
|
|
22 |
% |
Tyler |
|
|
31 |
% |
|
|
51 |
% |
|
|
18 |
% |
The compensation package of Breck W. Tyler, Mortgage Services Manager, differs from other NEOs. In
addition to the annual cash bonus opportunity under the management incentive plan, Mr. Tyler also
receives a quarterly production incentive based on the mortgage departments production, which
typically accounts for approximately 41% of his total compensation in a year. Mr. Tylers typical
cash bonus shown above reflects both his bonus under the management incentive plan and the
quarterly production incentives earned in 2008.
In allocating compensation among these elements, the Committee believes that the compensation
of the senior-most levels of management (the levels of management having the greatest ability to
influence Trustmarks performance) should be significantly performance-based, while lower levels
of management should receive a greater portion of their compensation in base salary. In making
these decisions, the Committee relies in part upon the comparative data provided by the
compensation consultant and Trustmarks human resources personnel, and in part on the
recommendations of the CEO.
Because Trustmarks ability to provide NEOs with short-term and long-term incentive pay may be
sharply curtailed by the ARRA, when the ARRA regulations are published, the Committee may allocate
compensation elements differently during the TARP Period in order to
both comply with the EESA, as amended by the ARRA, and
fulfill Trustmarks executive compensation philosophy and goals.
Base Salaries. Base salary constitutes the foundation of each NEOs total compensation package
and is generally the largest single component. Base salary is the only guaranteed cash payment an
executive receives. Trustmarks goal is to provide its executive management with a level of assured
cash compensation in the form of base salary that will attract and retain highly qualified
executives. Trustmark also uses base salary to reward top performance, industry and job specific
knowledge, experience and leadership ability.
The base salaries for Trustmarks NEOs are typically established in the first quarter of the
year after Trustmarks financial information and performance results from the previous year are
available. In establishing the CEOs base salary, the Committee generally considers the
compensation consultants analysis of salaries paid to CEOs among Trustmarks peer institutions and
recommendations for the CEOs compensation, as well as the CEOs individual performance and
contributions relative to Trustmarks corporate goals. Due to a 2007 decision, based on
managements commitment to achievement of financial objectives and controlling non-interest
expenses, to move 30 senior management associates, including all of the NEOs, to an 18-month base
salary increase cycle, the Committee determined that the CEO would not receive a base salary
increase until March 2009. Thus, the base salary of the CEO was not increased in 2008.
In establishing base salaries of Trustmarks other NEOs, the Committee typically considers the
recommendations of the CEO, which are based on individual responsibility level, individual and
company performance, total compensation histories for each NEO, the comparative market data
provided by the compensation consultant for similar positions and a general understanding of
executive compensation in the financial services industry. In evaluating performance for the other
NEOs for the Committee, the CEO uses the same metrics normally used for determining annual
incentive plan awards (corporate drivers, strategic drivers and, for NEOs in a particular business
unit, line of business goals). The Committee considers each of these factors but does not assign a
specific value to any of them. The Committees process also involves a subjective component in
evaluating each officers overall span of responsibility and control. For 2008, based on
managements
16
recommendation, the Committee determined the NEOs would not receive a base salary increase in 2008,
continuing the 18-month base salary increase cycle that was scheduled to end March 2009. The CEO
did recommend an 11.69% increase in 2008 base salary for the CFO, which was approved effective
March 1, 2008, to move his salary to a more competitive level in the market, as highlighted by a
recommendation from Mercer after a review of benchmark data.
The base salaries for 2007 and those approved for 2008, as of March 1, 2008, were as follows:
|
|
|
|
|
|
|
|
|
Name |
|
2008 Base Salaries |
|
2007 Base Salaries |
Richard G. Hickson |
|
$ 726,716 |
|
$ 726,716 |
Louis E. Greer |
|
$ 215,000 |
|
$ 192,500 |
Gerard R. Host |
|
$ 371,315 |
|
$ 371,315 |
Breck W. Tyler |
|
$ 164,800 |
|
$ 164,800 |
Duane A. Dewey |
|
$ 300,000 |
|
$ 300,000 |
In preparing the 2009 salary budget, as part of ongoing expense management, the CEO
recommended and the Committee approved that the NEOs forgo a base salary increase originally
planned for March 2009 for an indefinite time period. The Committee currently expects to continue
providing cash bonuses under the management incentive plan and equity awards, both of which require
the achievement of specific performance criteria. However, this approach may change when the ARRA
regulations are published.
Annual Cash Bonuses. The Committees practice is to award cash bonuses based upon the
achievement of performance objectives in accordance with an annual management incentive plan. Cash
bonuses generally constitute the second largest component of each NEOs total compensation package
and constitute the largest cash component tied specifically to company performance. Cash bonuses
are designed to reward performance that results in the achievement of Trustmarks corporate goals
and objectives, as well as the achievement of business unit goals and objectives. Performance
determines whether or not an executive will receive an annual cash bonus. Key features of the
annual management incentive plan include:
|
|
|
a primary emphasis on corporate performance as measured by ROATE and EPS, |
|
|
|
a qualitative assessment of strategic achievements in areas of management including
operating efficiency, revenue growth, credit quality and net income for the company and/or lines
of business, where applicable, and |
|
|
|
a structured, objective approach to determine cash bonuses. |
At the beginning of each year, the CEO recommends to the Committee cash bonus target levels
for NEOs stated as a percentage of base salary, utilizing performance goals, including ROATE and
EPS, established under the annual management incentive plan. Additionally, the Committee reviews
market compensation data prepared by the compensation consultant and human resources personnel to
ensure that proposed target levels provide an appropriate opportunity to earn bonuses and are
competitive with Trustmarks peer institutions. The Committee then recommends these target levels
for approval by the Board. In accordance with the management incentive plan, the Committee may
exercise its discretion to increase or decrease the amount of an award earned under the plan or
adjust the threshold payout level and minimum performance goals when the minimum performance goals
are not achieved. Comparative data provided by Mercer in the last quarters of 2007 and 2008
indicated that Trustmarks compensation structure for executive management provided combined base
salary and annual bonus awards that were slightly below the market median. In comparing Trustmarks
CEO and COO compensation to 2007 business performance, a three-year pay and performance comparison
with the 23 peer group companies indicated Trustmarks three-year business performance was near the
50th percentile, while the three-year total direct compensation was near the 43rd percentile,
indicating performance results exceeded pay. The one-year business performance was near the 52nd
percentile; however, the one-year payout of total cash compensation was near the 46th percentile,
which was a slightly lower payout than performance results dictated.
For 2008, targets for NEOs were based on varying measured weightings with respect to corporate
performance goals, strategic operational drivers and, for NEOs working in specific business units,
business unit goals. For 2008 targets, the Committee decided to retain the approach used in 2007,
except that the weightings for the newly designated COO were revised to align with the weightings
for the CEO, rather than for a line of business result. For the CEO and the COO, target levels were
weighted 75% on corporate performance (measuring actual results for EPS and ROATE compared to
Trustmarks profit plan performance targets) and 25% on actual results for specific corporate
strategic operational drivers such as operating efficiency, revenue growth, credit quality and net
income compared to Trustmarks profit plan. For the other NEOs working in specific business
units, target levels were weighted 30% to 40% on corporate performance goals and 60% to 70% on
specific business unit net income. For NEOs not working in a specific business unit, target
levels were weighted 65% on corporate performance goals and 35% on strategic operational drivers.
In accordance with the terms of his employment agreement, the CEOs overall target bonus
payout level for 2008 was 70% of base salary, with a potential maximum of 100% of base salary. The
COOs overall target bonus payout level for
17
2008 was
60% of base salary, with a potential maximum of 90% of base salary. For the other NEOs,
the overall target bonus payout levels for 2008 were in the range of 25% to 45% of their base
salaries. The target levels for the various performance measures are set to equate to Trustmarks
actual profit plan for the year for those same measures. Depending on performance achievement
against the stated targets, the payout percentage, if any, may range from a level of 75% (for
threshold performance achievement) to a level of 100% (for target performance achievement) to a
level of 150% (for maximum performance achievement). The objective was to set bonus performance
targets such that the payouts under the annual management incentive plan at the target levels or
slightly above are achievable, but challenging. A five-year historic perspective for these NEOs
indicates that the annual bonus performance targets are obtainable, yet consistently challenging,
in that individual payout results for the NEOs have fallen below the target level for approximately
68% of payout opportunities and above the target level for
approximately 32% of payout
opportunities.
In January 2009, the Committee reviewed Trustmarks actual performance for the 2008 fiscal
year compared to target levels for corporate performance and strategic operational drivers
established under the management incentive plan. NEOs achieved approximately 85% of the performance
target of the corporate profit plan for EPS, ROATE and net income available to common shareholders
(NI) set by the Committee at the beginning of the year. Payout at the threshold level required an
achievement of 90% of the performance target for these measures. While revenue growth was above the
performance target level and operating efficiency was above the performance maximum level, credit
quality was negatively affected by the economys dramatic decline in the real estate market,
resulting in industry-wide high loan losses and creating a direct impact to EPS, ROATE and NI.
Therefore, the Committee exercised its discretion under the plan and recommended the approximately
85% performance target achievement for EPS, ROATE and NI be accepted as meeting the threshold
requirement and allow for an approximately 70% (rather than 75%) factor to be applied to those
particular performance measure payouts within the bonus calculation matrix. The Committees
intention in accepting a slightly lower threshold was to reward the achievement of substantial
business results during a year of tremendous economic challenge.
For 2008, the Board approved the annual cash bonus award for the CEO, adopting the
recommendation of the Committee to exercise discretion. The Board determined, based in part upon
the recommendation of the Committee, that in light of Trustmarks results, the CEOs performance
merited the use of the adjusted threshold level for a bonus payout. Accordingly, the Board
determined to grant the CEO a cash bonus of $381,453 in respect to the 2008 fiscal year. The
amount of the cash bonus paid to the CEO in respect to the 2007 fiscal year was $440,971.
The Committee approved the CEOs recommendation that the same discretionary adjustment
regarding achievement of approximately 85% of the performance target for 2008 for EPS, ROATE and NI
be applied to the determination for the other NEOs bonus results. The Bank Board approved the annual cash
bonus awards for the other NEOs, adopting the recommendation of the Committee to exercise
discretion.
Trustmark approved the following cash bonuses for 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance |
|
|
|
|
|
|
Level Achieved |
Name |
|
2008 Annual Cash Bonus |
|
(as adjusted) |
Richard G. Hickson |
|
$ |
381,453 |
|
|
|
75 |
% |
Louis E. Greer |
|
$ |
60,222 |
|
|
|
80 |
% |
Gerard R. Host |
|
$ |
167,055 |
|
|
|
75 |
% |
Breck W. Tyler |
|
$ |
52,044 |
|
|
|
126 |
% |
Duane A. Dewey |
|
$ |
102,090 |
|
|
|
76 |
% |
Mr. Tyler achieved a higher overall performance level than the other NEOs due to strong
performance in the mortgage departments line of business. In addition to cash bonuses under the
management incentive plan, Mr. Tyler also receives a quarterly production incentive based on the
mortgage departments production. Mr. Tylers production incentive is calculated on a formula that
is based on a percentage of total mortgage production above a threshold production level. The
specific targets are not publicly disclosed for competitive reasons.
These approved 2008 cash bonus amounts are presented as Non-Equity Incentive Plan Compensation
for 2008 in the Summary Compensation Table on page 24. To the extent required by the ARRA, payments
of these bonus amounts may be withheld, modified or made in shares of restricted stock, which will
not fully vest until Trustmark redeems the preferred stock issued to the Treasury under the Capital
Purchase Program.
In preparing the 2009 management incentive plans threshold and maximum performance levels for
bonus payouts for approval by the Committee and the Board, management recommended that for various
corporate and strategic operational drivers, the threshold performance level be lowered from 90% to
85% of target and that the maximum performance level be raised from 110% to 115% of target. The
payout level for the achievement of threshold performance levels was also lowered from 75% to 70%.
The performance range for operating efficiency was revised at the threshold level from 105% to
107.5% and at the maximum level from 95% to 92.5%. These changes move the plan closer to the more
traditional performance ranges and payouts typically found in incentive plans and are expected to
reward management for performance results that continue to produce shareholder benefit.
18
In light of the recent enactment of the ARRA, during 2009, the Committee will make any
additional changes required to comply with the executive compensation provisions applicable to
Capital Purchase Program participants, including any changes to the 2009 management incentive plan.
The ARRA directs the Treasury to issue regulations implementing the new legislation, and the
Committee expects that this additional guidance will help it determine what additional changes may
be necessary with respect to 2009 executive compensation.
Equity-Based Compensation. Trustmark strongly believes that equity-based awards are an
integral part of total compensation for NEOs and certain key managers with significant
responsibility for Trustmarks long-term results. Equity-based awards constitute the largest
non-cash component of each NEOs total compensation package. Equity awards and the related
performance goals for NEOs under the Trustmark Corporation 2005 Stock and Incentive Compensation
Plan (2005 Incentive Plan) are recommended by the Committee and approved by the Board generally at
its first meeting of each year. For 2008, the awards were made on January 22, 2008, as approved by
the Board. Awards are made as early as practicable in the year to maximize the time-period for
achieving performance goals associated with the awards. The Committees meeting schedule is
determined several months in advance, so the proximity of any grant of awards to earnings
announcements or other market events is coincidental.
The 2005 Incentive Plan:
|
|
authorizes the granting of restricted stock, restricted stock units (RSUs), performance
units, stock options, stock appreciation rights (SARs) and other incentive awards (payable in cash
or shares), all of which may be made subject to the attainment of performance goals established by
the Committee, |
|
|
provides for the ability to base an individuals performance goals on specified
corporate and business unit criteria, and |
|
|
establishes the maximum amount of restricted stock,
stock options, SARs and other incentive awards that can be granted to a participant in any given
year. |
Historically, Trustmarks primary form of equity compensation consisted of stock options.
Beginning in 2005, in recognition of the trend among financial institutions toward
performance-based equity compensation, to provide a stronger correlation between performance and
incentive-based compensation without increasing Trustmarks costs, and based on information
provided by the compensation consultant, the Committee began recommending the granting of
restricted stock awards instead of stock options. In 2006 and 2007, Trustmark granted to NEOs only
performance-based restricted stock under its equity-based compensation plan. The Committee began
establishing its plan for equity-based awards for 2008 during the fourth quarter of 2007 by
reviewing an extensive market study prepared by Mercer comparing data published for similar
management positions in Trustmarks peer group as well as other comparative market data. For
Trustmark, the aggregate long-term incentive (LTI) award was between the market 25th and 50th
percentiles. According to the research provided by Mercer, only one company in Trustmarks peer
group awarded only performance-based restricted stock, and more than 75% of the companies used
multiple types of awards in their stock and incentive compensation plans. Mercer suggested to the
Committee that the use of multiple types of awards, such as the addition of time-based restricted
stock, would more closely align the program with Trustmarks peers and could better accomplish
Trustmarks equity award objectives, including executive officer retention and attraction. Mercer
provided a model illustrating restricted stock grants with 67% being performance-based and 33%
time-based.
For 2008, the Committee recommended the utilization of multiple types of awards by adopting
the model presented with 67% of the award to be performance-based and 33% of the award to be
time-based and recommended the combined award value to be the same as the total 2007 award. The
Committee also elected to widen the performance range for performance-based awards to provide for
greater variability of pay based on performance by lowering the minimum payout (from 25% to 17.5%)
and the minimum performance threshold (from the 40th percentile to the 30th percentile) and by
increasing the maximum performance level required for maximum payout (from the 70th percentile to
the 75th percentile). For the performance-based restricted stock awards to be earned, certain
performance goals must be achieved within the three-year performance period covered by the awards.
The executive must also remain employed by Trustmark through the end of the performance period for
restricted stock to vest fully. The performance goals are scaled so that the recipient can receive
a partial award in the event that acceptable, but not the target, results are achieved and so that
performance above the target level yields higher awards. The Committee believes that
performance-based restricted stock grants provide an effective means of delivering incentive
compensation, a stable reward for achievement of long-term objectives and an effective means of
executive retention. The Committee also believes that partial use of time-based restricted stock
grants provides a balanced retention element against the negative impact of economic issues outside
the control of management. In establishing award levels, the Committee generally does not consider
the equity ownership levels of the recipients or prior awards that are fully vested.
For the performance-based restricted stock awards made in 2008, performance goals for all of
the NEOs were the same as for 2007. The awards vest based on the achievement of target percentages
related to ROATE (50%), with vesting up to and including 100%, and TSR (50%), with vesting up to
and including 100%, compared to Trustmarks defined peer
19
group. For ROATE, the threshold performance level is reached at the 30th percentile compared to the
peer group, with 100% vesting occurring at the 75th percentile. For TSR, the threshold performance
level is reached at the 30th percentile compared to the peer group, with 100% vesting occurring at
the 75th
percentile. The performance period began January 1, 2008, and continues through December 31, 2010.
If a greater than 100% vesting level with respect to the ROATE and TSR targets is achieved in the
aggregate (with the maximum being 200%) for an executive who remains employed for the entire
performance period, an additional award of time-based restricted stock (excess shares) will be
issued. The number of excess shares issued will equal the number of shares awarded initially to
that executive multiplied by the vesting percentage exceeding 100%. Any earned excess shares will
be issued during the first 2 1/2 months of 2011 and will vest on December 31, 2013, if the executive
remains employed through such date.
In the event of an executives death, disability, retirement at or after age 65, termination
by Trustmark without cause, termination by the executive for good reason (if provided in the
executives employment agreement) or a change in control, partial time-weighted performance vesting
occurs based on ROATE and TSR through the end of the calendar quarter prior to such event.
Accelerated vesting of excess shares may also occur upon the executives death, disability,
retirement at or after age 65, termination by Trustmark without cause, termination by the executive
for good reason (if provided in the executives employment agreement) or a change in control.
Dividends on any performance-based restricted stock, as well as any excess shares issued, are
accumulated and will vest and be paid only when and to the extent the shares vest. No interest is
paid on the accumulated dividends.
The following table reflects the grant date fair values of the 2008 performance-based
restricted stock awards and any potential excess shares:
|
|
|
|
|
|
|
|
|
|
|
Value of |
|
Value of |
|
Name |
|
Performance Shares |
|
Excess
Shares (1) |
Richard G. Hickson |
|
$ |
367,779 |
|
|
$ |
155,174 |
|
|
Louis E. Greer |
|
$ |
63,045 |
|
|
$ |
26,651 |
|
|
Gerard R. Host |
|
$ |
189,135 |
|
|
$ |
79,954 |
|
|
Breck W. Tyler |
|
$ |
63,045 |
|
|
$ |
26,651 |
|
|
Duane A. Dewey |
|
$ |
63,045 |
|
|
$ |
26,651 |
|
|
|
(1) |
|
Excess shares will only be issued if, and only to the extent, the
performance shares aggregate ROATE and TSR
vesting percentage exceeds 100%. |
The following table reflects the grant date fair values of the 2008 time-based restricted stock
awards:
|
|
|
|
|
|
|
Value of |
Name |
|
Time-Based Shares |
Richard G. Hickson |
|
$ |
181,141 |
|
Louis E. Greer |
|
$ |
31,050 |
|
Gerard R. Host |
|
$ |
93,172 |
|
Breck W. Tyler |
|
$ |
31,050 |
|
Duane A. Dewey |
|
$ |
31,050 |
|
These awards vest 100% at December 31, 2010, provided the executive is still actively
employed. Accelerated vesting may occur based on the executives death, disability, retirement at
or after age 65, termination by Trustmark without cause, termination by the executive for good
reason or a change in control. Dividends on any time-based restricted stock are accumulated and
will be paid only when and to the extend the shares vest.
During the fourth quarter of 2008, Mercer presented an updated study comparing published data
for the CEO and COO, showing that the aggregate LTI remained between the market 25th and 50th
percentiles and that the CEOs 2008 grant was only at 76% of the 50th percentile, indicating the
LTI element was the least competitive element of the CEOs compensation. In connection with the
execution of a new employment agreement extending the CEOs employment until the 2011 Annual
Meeting of Shareholders (currently scheduled for May 10, 2011), the Board determined that the 2009
LTI grant to the CEO would be the final one in his current role. In lieu of receiving an equity
compensation award in 2010 or 2011, the CEOs employment agreement provides for his 2009 equity
compensation award to be twice the amount of a normal award, with one-half of the award being
performance-based and one-half time-based. The time-
based portion of the award was accomplished by granting time-based restricted stock. The
performance-based portion of the award was accomplished by granting a portion as performance-based
restricted stock and a portion as RSUs. To the extent allowable, taking into account the
possibility of excess shares, not to exceed the annual award limit permitted in the 2005 Incentive
Plan, performance-based restricted stock was issued. In order to satisfy the equity compensation
provisions of the CEOs employment agreement, the remaining performance-based award was achieved
through the use of RSUs granted outside the 2005 Incentive Plan, in lieu of granting shares of
performance-based restricted stock that would exceed the annual limit permitted to be granted under
the 2005 Incentive Plan. The RSU award may be settled only in cash and will follow the same
requirements, vesting and value
20
as a share of the performance-based restricted stock as awarded as part of the total award to the
CEO. Both performance award types allow for a full two-year performance period, a benefit of
combining the 2009 and 2010 grants into one.
For 2009, Trustmark approved to grant to the other NEOs the
same combination of performance-based and time-based restricted shares at a value equivalent to the
2008 grant, with the exception that the vesting date of the time-based shares was moved from the
last day of the second year following the grant date to three years after the grant date.
During 2009, the Committee will make any additional changes required to comply with the
executive compensation provisions applicable to Capital Purchase Program participants, as amended
by the ARRA, including any changes to Trustmarks equity-based compensation program for 2009.
Severance Benefits. Trustmark believes that companies should provide reasonable severance
benefits to associates. With respect to Messrs. Hickson and Host, these severance benefits, as
discussed under Employment Agreements, should also reflect the fact that it may be difficult
for senior executives to find comparable employment within a short period of time. The Committee
believes that Trustmark should separate itself from the former associate as soon as practicable.
Therefore, whenever possible, the Committee prefers to pay a lump-sum severance payment rather than
to provide salary continuation payments.
Trustmark Capital Accumulation Plan. Trustmark maintains a non-contributory defined benefit
plan (Trustmark Capital Accumulation Plan) that covers substantially all associates, including the
NEOs, employed prior to January 1, 2007. The plan provides retirement benefits that are based on
the length of credited service and final average compensation, as defined in the plan, and vest
upon three years of service. Effective January 1, 2007, the annual benefit accrual rate for each
future year of service was reduced by 50%. In an effort to control expenses, the Board voted to freeze the Trustmark Capital Accumulation Plan
effective in 2009. Individual pensions will not accrue additional benefits, except for interest as
required by IRS regulations, after the effective date. No associates will lose their previously
earned pension benefits. The plan is described in more detail under Trustmark
Capital Accumulation Plan on page 29.
Executive Deferral Plan. Because of the compensation limits for tax qualified retirement
plans, Trustmark also maintains a defined benefit supplemental retirement plan that provides
additional retirement benefits to executives. The Executive Deferral Plan enables the executives,
including the NEOs, to receive retirement benefits equal to 50% of their covered salaries. The
Committee believes the plan is competitive with Trustmarks peer financial institutions and is an
important tool in attracting and retaining executive management. The supplemental retirement plan
is described in more detail under Executive Deferral Plan on page 29.
Non-Qualified Deferred Compensation Plan. Trustmark also provides a non-qualified deferred
compensation plan that provides additional salary deferral opportunities for executives who may be
impacted by the compensation limits that restrict participation in the 401(k) plan. The plan
permits the executives to defer on a pre-tax basis up to 90% of annual base salary and/or annual
cash bonus. The Committee believes the plan is competitive with Trustmarks peer financial
institutions and is an important tool in attracting and retaining executive management. The
deferred compensation plan is described in more detail under Non-Qualified Deferred Compensation
for 2008 on page 30.
Employment Agreements. Executive management has contributed significantly to the success of
Trustmark, and the Committee believes that it is important to protect them in the event of a change
in control. Further, the Committee believes that the interests of shareholders will be best served
if aligned with the interests of executive management, and providing change in control benefits
should eliminate, or at least reduce, the reluctance of executive management to pursue potential
change in control transactions that may be in the best interests of shareholders. Messrs. Hickson
and Host have change in control provisions in their employment agreements with Trustmark. Relative
to the overall value of Trustmark, the cost of these potential change in control benefits is
relatively minor. The cash components of the change in control benefits are paid in a lump-sum or
over regular pay periods depending on the circumstances and relate to the executives base salary
immediately prior to termination plus the highest annual bonus amount earned in any of the three
years preceding the year of the change in control for Mr. Hickson and in any of the two years
preceding the year of the change in control for Mr. Host. In addition, Mr. Hickson is entitled to
have his home purchased by Trustmark under certain circumstances if he is unable to sell his home
after termination following a change in control on or before December 31, 2009. The employment
agreements entered into with Messrs. Hickson and Host are described under Employment Agreements
on page 32, and the amounts which would have been payable assuming a termination event at December
31, 2008, are shown in the Potential Payments Upon Termination or Change in Control table on page
31.
Trustmarks change in control benefits are generally double trigger, which means that the
benefits under them are payable only if the executives employment is terminated other than for
cause, death, disability or if the executive resigns for good reason within three years after a
change in control for Mr. Hickson and only if the executives employment is terminated other than
for cause, death, disability or retirement or if the executive resigns for good reason and within
two years for Mr.
21
Host. In the event of a covered termination following a change in control, health and other
insurance benefits continue for one year, and all unvested stock options immediately vest upon a
change in control. In addition, the executive would be entitled to receive any benefits that he
otherwise would have been entitled to receive under the 401(k) plan, pension plan (Trustmark
Capital Accumulation Plan), non-qualified deferred compensation plan (NQDC Plan) and supplemental
retirement plan (Executive Deferral Plan), although these benefits are generally not increased or
accelerated (except for additional years of service provided under the Executive Deferral Plan
under certain circumstances). Trustmark believes that these levels of benefits are consistent with
the general practice among its peers, as confirmed by a study conducted for the Committee by
Mercer in the fourth quarter of 2007.
As part of Trustmarks CEO succession planning, the Committee also engaged Mercer in the
second quarter of 2008 to assist with its desire to extend the employment contract of the CEO
beyond the original contract date of December 31, 2009, and presented a study at the Committee
meeting on June 18, 2008, based on parameters set forth by the Committee. The Committee approved
and recommended a contract at its September 19, 2008, meeting, which was approved by the Board at
its October 28, 2008, meeting. On November 20, 2008, Trustmark entered into an amended and restated
Employment Agreement (Agreement) with Mr. Hickson. The primary purpose
for entering into the Agreement was to extend Mr. Hicksons employment term through the date of
Trustmarks 2011 Annual Meeting of Shareholders (currently scheduled for May 10, 2011) and to
provide for an orderly executive management transition. The Agreement provides for Mr. Hickson to
continue serving as Chairman, President and CEO of Trustmark and Chairman and CEO of the Bank
through December 31, 2010. After December 31, 2010, the Agreement provides that Mr. Hickson will
serve as an employee-Chairman of both Trustmark and the Bank until the expiration of his Agreement.
Further details are described under Employment Agreements on page 32.
The Committee has determined that a gross-up payment to make an executive whole for any golden
parachute excise tax is not currently appropriate. The Committee also believes that an executive
should receive the entire change in control benefits which he or she expects; thus, it does not
believe that an executives change in control benefits should be reduced to avoid the golden
parachute excise tax, or to avoid non-deductibility of excess parachute payments by Trustmark,
unless a reduction will cause the executive to receive more after-tax than without a reduction.
As discussed further below, due to Trustmarks participation in the Capital Purchase Program,
Trustmark made certain changes to these agreements, and the payments which may be made under these
agreements in the event of the involuntary termination of the employment of the executive officer
may be limited. In addition, Trustmark may be required to seek additional modifications of these
agreements if required under the ARRA.
Effective November 21, 2008, the Committee approved an omnibus amendment of all of Trustmarks
compensation and benefit plans to: (i) subject any bonus or incentive compensation paid to an NEO
during the TARP Period to recovery if the payment was based on materially inaccurate financial
statements or other performance metric criteria that are later proven to be materially inaccurate
and (ii) to limit payments made during a taxable year due to any involuntary termination to no more
than three times the NEOs base amount (which is, generally, the NEOs average annual taxable W-2
compensation for the last five consecutive years). As a result of this omnibus amendment, certain
of the payments referenced above could be limited during the TARP Period. In addition, in
connection with the enactment of the ARRA, additional limitations on these payments are expected to
apply during the TARP Period. The Committee is still determining the additional impact the ARRA
provisions will have on these and any other of Trustmarks compensation arrangements.
Perquisites; Other Compensation. Perquisites received by the CEO and other NEOs are reviewed
annually. Generally, Trustmark limits the types of perquisites offered to NEOs as shown in the All
Other Compensation for 2008 table on page 25. In addition to the cash and equity compensation
described above, NEOs received the same benefit package available to all salaried associates.
This package includes:
|
|
health and dental insurance (portion of costs), |
|
|
basic life insurance, |
|
|
long-term disability insurance, |
|
|
participation in the Trustmark Capital Accumulation Plan (if last hired prior to January 1,
2007), and |
|
|
participation in Trustmarks 401(k) plan, including a company match. |
Consistent with 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.
Relocation benefits are also reimbursed but are individually negotiated when they occur. The
Committee believes these perquisites are minimal in cost and necessary to attract and retain
talented executives because many of Trustmarks competitors offer similar benefits. In addition,
the Board has authorized an annual allowance of up to 30 hours of personal use of Trustmarks
airplane for the CEO. The Committee approved this perquisite as both a competitive attraction and
22
retention tool and to provide an efficient way to minimize travel time commitments for the CEO and
maximize his available time for company business.
Deductibility of Compensation. The Committee carefully considers Section 162(m) of the
Internal Revenue Code of 1986, as amended, which provides certain criteria for the tax
deductibility of compensation in excess of $1 million paid to Trustmarks NEOs. The Committee
believes it is in Trustmarks best interest, and that of its shareholders, to comply with the
requirements of Section 162(m). The Committee, however, intends to retain the flexibility to
reward NEOs consistent with Trustmarks compensation philosophy for each compensation element. It
is the Committees intent that grants of stock options, performance-based restricted stock and
other incentive awards made pursuant to Trustmarks stock and incentive compensation plans comply
with the deductibility requirements of Section 162(m) or be in amounts that normally would not be
expected to cause non-deductibility under Section 162(m). For that reason, Trustmarks annual bonus
program is currently designed to provide compensation that may not be
deductible under Section 162(m) where a NEOs total compensation, which is not performance-based
compensation for Section 162(m) purposes, exceeds $1,000,000 and hence, is subject to the
$1,000,000 deduction limit under Section 162(m).
As a Capital Purchase Program participant, Trustmark agreed not to deduct compensation of more
than $500,000 paid to its senior executive officers each year with respect to the TARP Period,
which includes fiscal 2008. This limitation applies to essentially all compensation, including
deferred compensation, commission pay and performance-based compensation. The Capital Purchase
Program provides for application of the $500,000 limitation on a pro-rata basis with respect to
calendar years during which the Treasury held its investment for less than the full year, as was
the case in 2008 when the Treasury held the investment for less than two months. For 2008,
Trustmark expects that the compensation of Messrs. Hickson and Host will not be fully deductible
under this limitation.
When the Board determined to participate in the Capital Purchase Program, it was aware of,
factored into its analysis and agreed to, the potential increased after-tax cost of Trustmarks
executive compensation program that would arise because of the Capital Purchase Programs $500,000
deduction limitation. As a result, while the Committee will remain mindful of the deduction
limitation, it has concluded that the $500,000 deduction limitation will not be a significant
factor in its decision-making with respect to the compensation of
Trustmarks executive officers,
consistent with its goal of ensuring competitive levels of total compensation.
Stock Ownership Guidelines. Trustmark does not have specific established stock ownership
guidelines for any of its officers. The Board believes that managements current ownership of
Trustmark stock provides adequate incentives for long-term performance without imposing specific
ownership requirements.
Risk Assessment Review. As required by the Capital Purchase Program, in December 2008 and
January 2009, the Committee met with the members of management responsible for risk management to
review Trustmarks incentive compensation programs for the purpose of determining whether they
encourage excessive or unnecessary risk-taking by Trustmarks senior executive officers. In
February 2009, the Committee reviewed and approved a risk management assessment prepared by
Trustmarks Chief Risk Officer. As part of its review, the Committee also received guidance from
Mercer and a presentation regarding key enterprise risks to which Trustmark is subject, including
strategic market, liquidity, interest rate, operational, financial, credit quality and other
risks. The Committee also received an analysis of the controls and actions taken to mitigate those
risks, as well as the provisions of Trustmarks executive compensation program and where those
provisions fall within the spectrum of contributing to or alleviating risk. In reaching the
conclusion that Trustmarks executive compensation program does not encourage the companys senior
executive officers to take excessive or unnecessary risks that threaten the value of the
franchise, the Committee and managements senior risk personnel noted that Trustmarks
production-oriented goals have adequate mitigating controls and oversight, and Trustmarks equity
awards include long-term vesting periods and a significant amount of restricted stock that
encourages balanced risk taking and long-term value creation. The Committee will conduct a similar
review on a semi-annual basis as required by the ARRA.
Future Compliance with Requirements of Capital Purchase Program. The ARRA will require
Trustmark to make changes to the executive compensation program and to agreements with Trustmarks
senior executive officers and highly compensated employees. Such changes will include limitations
on bonuses, retention awards and incentive compensation and the elimination for certain senior
executive officers and certain highly-compensated employees of payments triggered by departure.
These limitations will be required to remain in effect during the TARP Period. In addition, the
Committee will review the effect of compliance with the ARRA limitations on Trustmarks competitive
positioning and ability to retain and motivate high-performing executives and associates.
Appropriate changes to Trustmarks executive compensation program may become critical to
Trustmarks ability to maintain its competitive position.
In light of the recent enactment of the ARRA, the Committee is still determining the
additional
changes that may be required to comply with the executive compensation provisions applicable
to Capital Purchase Program participants. The ARRA directs the Treasury to issue regulations
implementing the new legislation, and the Committee expects that this additional guidance will help
it determine what additional changes may be necessary with respect to 2009 executive compensation.
23
Summary Compensation Table for 2008
The following table summarizes the compensation components for the CEO, the CFO and each of
the next three most highly compensated executive officers during 2008. The table includes base
salary, cash incentives paid or accrued, as well as amounts for equity awards (stock and option
awards), retirement benefits and other miscellaneous compensation for 2008, 2007 and 2006. Amounts
for equity awards reflect the dollar amounts recognized by Trustmark for financial reporting
purposes, not amounts actually received by the NEO, and include awards granted in prior years,
including performance-based restricted stock awards that vest only if the related performance
measures are achieved. The retirement benefit dollars reflected below represent the change in the
present value of potential future benefits the NEO might receive upon vesting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Non-Qualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Incentive Plan |
|
Compensation |
|
All Other |
|
|
|
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensation |
|
Total |
Name and Principal Position |
|
Year |
|
($) |
|
($) |
|
($)(1) |
|
($)(2) |
|
($)(3) |
|
($)(4) |
|
($)(5)(7) |
|
($) |
|
Richard G. Hickson |
|
|
2008 |
|
|
$ |
726,716 |
|
|
|
--- |
|
|
$ |
662,596 |
|
|
$ |
25,240 |
|
|
$ |
381,453 |
|
|
$ |
345,701 |
|
|
$ |
72,904 |
|
|
$ |
2,214,610 |
|
Chairman, President and CEO, |
|
|
2007 |
|
|
$ |
710,862 |
|
|
|
--- |
|
|
$ |
659,832 |
|
|
$ |
93,699 |
|
|
$ |
440,971 |
|
|
$ |
556,375 |
|
|
$ |
73,126 |
|
|
$ |
2,534,865 |
|
Trustmark Corporation;
Chairman and CEO,
Trustmark National Bank |
|
|
2006 |
|
|
$ |
702,152 |
|
|
|
--- |
|
|
$ |
375,846 |
|
|
$ |
147,645 |
|
|
$ |
457,568 |
|
|
$ |
363,491 |
|
|
$ |
53,987 |
|
|
$ |
2,100,689 |
|
Louis E.
Greer (6) |
|
|
2008 |
|
|
$ |
211,254 |
|
|
|
--- |
|
|
$ |
86,897 |
|
|
$ |
6,544 |
|
|
$ |
60,222 |
|
|
$ |
108,776 |
|
|
$ |
17,530 |
|
|
$ |
491,223 |
|
Treasurer and
Principal Financial Officer,
Trustmark Corporation;
Executive Vice President and
Chief Financial Officer,
Trustmark National Bank |
|
|
2007 |
|
|
$ |
185,408 |
|
|
|
--- |
|
|
$ |
44,435 |
|
|
$ |
11,871 |
|
|
$ |
59,049 |
|
|
$ |
132,431 |
|
|
$ |
17,190 |
|
|
$ |
450,384 |
|
Gerard R. Host |
|
|
2008 |
|
|
$ |
371,315 |
|
|
|
--- |
|
|
$ |
340,607 |
|
|
$ |
14,022 |
|
|
$ |
167,055 |
|
|
$ |
133,977 |
|
|
$ |
20,200 |
|
|
$ |
1,047,176 |
|
President and |
|
|
2007 |
|
|
$ |
363,204 |
|
|
|
--- |
|
|
$ |
338,434 |
|
|
$ |
52,054 |
|
|
$ |
194,976 |
|
|
$ |
107,807 |
|
|
$ |
20,033 |
|
|
$ |
1,076,508 |
|
Chief Operating Officer,
Trustmark National Bank |
|
|
2006 |
|
|
$ |
358,752 |
|
|
|
--- |
|
|
$ |
192,551 |
|
|
$ |
82,025 |
|
|
$ |
220,442 |
|
|
$ |
9,786 |
|
|
$ |
16,039 |
|
|
$ |
879,595 |
|
Breck W.
Tyler (6) |
|
|
2008 |
|
|
$ |
164,800 |
|
|
|
|
|
|
$ |
105,424 |
|
|
$ |
8,414 |
|
|
$ |
267,262 |
|
|
$ |
80,707 |
|
|
$ |
14,490 |
|
|
$ |
641,097 |
|
Executive Vice President and
Mortgage Services Manager,
Trustmark National Bank |
|
|
2007 |
|
|
$ |
161,205 |
|
|
|
|
|
|
$ |
66,652 |
|
|
$ |
15,259 |
|
|
$ |
256,014 |
|
|
$ |
65,555 |
|
|
$ |
13,950 |
|
|
$ |
578,635 |
|
Duane A. Dewey |
|
|
2008 |
|
|
$ |
300,000 |
|
|
|
--- |
|
|
$ |
105,424 |
|
|
$ |
28,047 |
|
|
$ |
102,090 |
|
|
$ |
75,460 |
|
|
$ |
20,583 |
|
|
$ |
631,604 |
|
Executive Vice President and |
|
|
2007 |
|
|
$ |
290,788 |
|
|
|
--- |
|
|
$ |
66,652 |
|
|
$ |
50,803 |
|
|
$ |
128,839 |
|
|
$ |
59,265 |
|
|
$ |
19,777 |
|
|
$ |
616,124 |
|
Corporate Banking Manager,
Trustmark National Bank |
|
|
2006 |
|
|
$ |
272,148 |
|
|
|
--- |
|
|
$ |
26,545 |
|
|
$ |
62,667 |
|
|
$ |
126,280 |
|
|
$ |
40,950 |
|
|
$ |
15,848 |
|
|
$ |
544,438 |
|
|
|
|
(1) |
|
The amounts in this column do not reflect compensation actually received by the NEOs during
2008, 2007 or 2006. These amounts reflect the dollar amount recognized by Trustmark for financial
statement reporting purposes for the fiscal years ended December 31, 2008, 2007 and 2006,
respectively, in accordance with FAS 123(R) for stock awards pursuant to Trustmarks stock and
incentive compensation plans, and relate to awards granted in prior years. These awards include
performance-based restricted stock awards that will vest only if the related performance measures
are achieved.
Assumptions used in the calculation of these amounts are included in Note 14 to Trustmarks
audited financial statements for the fiscal year ended December 31, 2008, in Trustmarks Annual
Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2009. |
(2) |
|
The amounts in this column do not reflect compensation actually received by the NEOs during
2008, 2007 or 2006. These amounts reflect the dollar amount recognized by Trustmark for financial
statement reporting purposes for the fiscal years ended December 31, 2008, 2007 and 2006,
respectively, in accordance with FAS 123(R) for option awards pursuant to Trustmarks stock and
incentive compensation plans, and include amounts from awards granted in prior years. Assumptions
used in the calculation of these amounts are included in Note 14 to Trustmarks audited financial
statements for the fiscal year ended December 31, 2008, in
Trustmarks Annual Report on Form
10-K
filed with the Securities and Exchange Commission on February 26, 2009. |
(3) |
|
Annual cash bonuses earned under Trustmarks management incentive plan are reported in this
table as Non-Equity Incentive Plan Compensation. See footnote (1) to the Grants of Plan-Based
Awards for 2008 table on page 25. Non-equity incentive compensation for Mr. Tyler also includes
quarterly mortgage department production incentives totaling $215,218. As noted above, to the
extent required by the ARRA, payments of these cash bonuses for
2008 may be withheld, modified or made in shares of restricted stock consistent with the terms
of the ARRA. |
(4) |
|
The amounts in this column reflect the increase in actuarial present value of the NEOs
accumulated benefits under the Trustmark Capital Accumulation Plan and Executive Deferral Plan,
determined using interest rate and mortality rate assumptions consistent with those used in
Trustmarks audited financial statements and include amounts which the NEO may not currently be
entitled to receive because such amounts are not yet vested. |
(5) |
|
See the following table for details of all other compensation for 2008. |
(6) |
|
Messrs. Greer and Tyler were not NEOs in 2006; therefore, their 2006 compensation information
is not disclosed. |
(7) |
|
The 2007 amount for Mr. Greer has been restated to reflect a 401(k) true-up transaction, which
occurred subsequent to December 31, 2007. |
24
All Other Compensation for 2008
The detail of all other compensation for 2008 is included in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid Life |
|
|
|
|
Airplane |
|
Auto |
|
Moving |
|
Tax Gross-Ups |
|
Club |
|
Earned |
|
401(k) |
|
Insurance |
|
|
|
|
Allowance |
|
Allowance |
|
Expense |
|
Reimbursements |
|
Dues |
|
Vacation |
|
Match |
|
Premiums |
|
Total |
Name |
|
($)(1) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
Richard G. Hickson |
|
$ |
52,834 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
4,290 |
|
|
|
--- |
|
|
$ |
13,800 |
|
|
$ |
1,980 |
|
|
$ |
72,904 |
|
Louis E. Greer |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
3,040 |
|
|
|
--- |
|
|
$ |
13,800 |
|
|
$ |
690 |
|
|
$ |
17,530 |
|
Gerard R. Host |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
5,710 |
|
|
|
--- |
|
|
$ |
13,800 |
|
|
$ |
690 |
|
|
$ |
20,200 |
|
Breck W. Tyler |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
13,800 |
|
|
$ |
690 |
|
|
$ |
14,490 |
|
Duane A. Dewey |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
6,093 |
|
|
|
--- |
|
|
$ |
13,800 |
|
|
$ |
690 |
|
|
$ |
20,583 |
|
|
|
|
(1) |
|
The aggregate incremental cost of Mr. Hicksons personal use of the corporate airplane is
determined on a per flight basis and includes the cost of actual fuel used, the cost of on-board
catering, the hourly cost of airplane maintenance for the applicable number of flight hours,
landing fees, trip-related hangar and parking costs, universal weather monitoring costs, if
applicable, crew expenses and other variable costs specifically incurred. |
Grants of Plan-Based Awards for 2008
The following table summarizes certain information with respect to incentive-based cash
bonuses and performance- and time-based restricted stock awards granted to the NEOs during or for
the year ended December 31, 2008, under Trustmarks annual management incentive plan (cash) and
2005 Incentive Plan (restricted stock) and reflects the amounts that could be earned or received
under such awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts |
|
Estimated Possible Payouts |
|
All Other |
|
All Other |
|
|
|
|
|
|
|
|
|
|
Under Non-Equity Incentive |
|
Under Equity Incentive |
|
Stock |
|
Option |
|
|
|
|
|
|
|
|
|
|
Plan Awards (1) |
|
Plan Awards (2) |
|
Awards: |
|
Awards: |
|
Exercise |
|
Grant Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Number of |
|
or Base |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of |
|
Securities |
|
Price of |
|
of Stock |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock or |
|
Underlying |
|
Option |
|
and Option |
|
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
Units |
|
Options |
|
Awards |
|
Awards |
Name |
|
Date |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#) |
|
(#)(3) |
|
(#) |
|
($/Sh) |
|
($)(4) |
|
Richard G. Hickson |
|
|
1/22/2008 |
|
|
$ |
381,526 |
|
|
$ |
508,701 |
|
|
$ |
726,716 |
|
|
|
3,068 |
|
|
|
17,530 |
|
|
|
35,060 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
522,953 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
8,634 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
181,141 |
|
Louis E. Greer |
|
|
1/22/2008 |
|
|
$ |
56,438 |
|
|
$ |
75,250 |
|
|
$ |
112,875 |
|
|
|
526 |
|
|
|
3,005 |
|
|
|
6,010 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
89,696 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
1,480 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
31,050 |
|
Gerard R. Host |
|
|
1/22/2008 |
|
|
$ |
167,092 |
|
|
$ |
222,789 |
|
|
$ |
334,184 |
|
|
|
1,578 |
|
|
|
9,015 |
|
|
|
18,030 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
269,089 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
4,441 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
93,172 |
|
Breck W. Tyler |
|
|
1/22/2008 |
|
|
$ |
30,900 |
|
|
$ |
41,200 |
|
|
$ |
61,800 |
|
|
|
526 |
|
|
|
3,005 |
|
|
|
6,010 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
89,696 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
1,480 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
31,050 |
|
Duane A. Dewey |
|
|
1/22/2008 |
|
|
$ |
101,250 |
|
|
$ |
135,000 |
|
|
$ |
202,500 |
|
|
|
526 |
|
|
|
3,005 |
|
|
|
6,010 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
89,696 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
1,480 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
31,050 |
|
|
|
|
(1) |
|
The amounts shown in these columns reflect the minimum possible payment level (threshold)
under the awards, which was 75% of the target amount shown, the target payment under the awards and
the maximum possible payment under the awards, which was 150% of the target, except for Mr.
Hickson, whose maximum cannot exceed his base salary. All of these amounts are percentages of the
individuals 2008 base salary as of March 1, 2008. The actual amount of the award earned by the CEO
was recommended by the Committee and approved by the Board on January 27, 2009. The actual amount
of the awards earned by the other NEOs were recommended by the Committee and approved by the Bank
Board on March 10, 2009. All amounts were reported as
Non-Equity Incentive Plan Compensation in the Summary Compensation Table on page 24. As
discussed under Annual Cash Bonuses on page 17, the bonus
amount for each of the NEOs for 2008 was adjusted slightly to
permit a bonus payout under the plan. |
(2) |
|
Reflects the number of performance-based
restricted shares granted on January 22, 2008. The awards vest based on the achievement of target
percentages related to ROATE (50%), with vesting up to and including 100%, and TSR (50%),
with vesting up to and including 100%, compared to a defined peer group. The performance period
began January 1, 2008, and continues through December 31, 2010. In the event of the executives
death, disability, retirement at or after age 65, termination by Trustmark without cause,
termination by the executive for good reason or a change in control, partial time-weighted
performance vesting occurs based on ROATE and TSR through the end of the calendar quarter prior to
such event. If a greater than 100% vesting level with respect to the ROATE and TSR targets is
achieved in the aggregate (with the maximum being 200%), an additional award of time-based
restricted stock (excess shares) will be issued to the NEO if he remains employed for the entire
performance period. The number of excess shares issued will equal the number of shares awarded
initially to the executive multiplied by the vesting percentage exceeding 100%. Any earned excess
shares will be issued during the first 2 1/2 months of 2011 and will vest on December 31, 2013, if
the executive remains employed through such date. Accelerated vesting of these excess shares may
also occur based on the executives death, disability, retirement at or after age 65, termination
by Trustmark without cause, termination by the executive for good reason or a change in control.
Dividends on any performance-based restricted shares, as well as any excess shares issued, are
accumulated and will be paid only when and to the extent the shares vest. |
(3) |
|
Reflects the number of time-based restricted shares granted on January 22, 2008. The awards
vest on December 31, 2010, if the executive remains employed through such date. In the event of the
executives death, disability, retirement at or after age 65, termination by Trustmark without
cause, termination by the executive for good reason or a change in control, partial time-weighted
vesting occurs through the end of the month in which the accelerated vesting event occurred.
Dividends on any time-based restricted shares will be accumulated and will be paid only when and to
the extent the shares vest. |
(4) |
|
The amounts in this column reflect the grant date fair value of
$29.85 per share for the performance-based restricted shares and potential excess shares that may
be awarded in the future, computed in accordance with FAS 123(R), and the grant date fair value of
$20.98 per share for the time-based restricted stock computed in accordance with FAS 123(R). |
25
Outstanding Equity Awards at 2008 Fiscal Year-End (Option Awards)
The following table includes certain information with respect to all unexercised options held
by NEOs at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards: |
|
|
|
|
|
|
|
|
|
|
Number of |
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
|
|
Securities |
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
|
|
Underlying |
|
Underlying |
|
Underlying |
|
Option |
|
|
|
|
|
|
|
|
Unexercised |
|
Unexercised |
|
Unexercised |
|
Exercise |
|
Option |
|
|
Grant Date |
|
Options |
|
Options |
|
Unearned Options |
|
Price |
|
Expiration |
Name |
|
(1) |
|
(#) Exercisable |
|
(#) Unexercisable |
|
(#) |
|
($) |
|
Date |
|
Richard G. Hickson |
|
|
5/11/1999 |
|
|
|
42,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
22.78 |
|
|
|
5/11/2009 |
|
|
|
|
5/9/2000 |
|
|
|
46,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
18.06 |
|
|
|
5/9/2010 |
|
|
|
|
5/8/2001 |
|
|
|
49,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
21.68 |
|
|
|
5/8/2011 |
|
|
|
|
4/9/2002 |
|
|
|
45,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
25.46 |
|
|
|
4/9/2012 |
|
|
|
|
4/15/2003 |
|
|
|
45,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
24.09 |
|
|
|
4/15/2013 |
|
|
|
|
4/20/2004 |
|
|
|
45,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
27.30 |
|
|
|
4/20/2014 |
|
|
|
|
|
|
|
|
272,500 |
|
|
|
--- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Louis E. Greer |
|
|
5/9/2000 |
|
|
|
5,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
18.06 |
|
|
|
5/9/2010 |
|
|
|
|
5/8/2001 |
|
|
|
5,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
21.68 |
|
|
|
5/8/2011 |
|
|
|
|
4/9/2002 |
|
|
|
4,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
25.46 |
|
|
|
4/9/2012 |
|
|
|
|
4/15/2003 |
|
|
|
3,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
24.09 |
|
|
|
4/15/2013 |
|
|
|
|
4/20/2004 |
|
|
|
3,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
27.30 |
|
|
|
4/20/2014 |
|
|
|
|
5/10/2005 |
|
|
|
2,100 |
|
|
|
1,400 |
|
|
|
--- |
|
|
$ |
28.28 |
|
|
|
5/10/2012 |
|
|
|
|
|
|
|
|
23,600 |
|
|
|
1,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerard R. Host |
|
|
5/11/1999 |
|
|
|
12,111 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
22.78 |
|
|
|
5/11/2009 |
|
|
|
|
5/9/2000 |
|
|
|
18,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
18.06 |
|
|
|
5/9/2010 |
|
|
|
|
5/8/2001 |
|
|
|
19,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
21.68 |
|
|
|
5/8/2011 |
|
|
|
|
4/9/2002 |
|
|
|
17,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
25.46 |
|
|
|
4/9/2012 |
|
|
|
|
4/15/2003 |
|
|
|
25,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
24.09 |
|
|
|
4/15/2013 |
|
|
|
|
4/20/2004 |
|
|
|
25,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
27.30 |
|
|
|
4/20/2014 |
|
|
|
|
|
|
|
|
117,111 |
|
|
|
--- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Breck W. Tyler |
|
|
5/11/1999 |
|
|
|
2,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
22.78 |
|
|
|
5/11/2009 |
|
|
|
|
5/9/2000 |
|
|
|
2,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
18.06 |
|
|
|
5/9/2010 |
|
|
|
|
5/8/2001 |
|
|
|
5,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
21.68 |
|
|
|
5/8/2011 |
|
|
|
|
4/9/2002 |
|
|
|
4,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
25.46 |
|
|
|
4/9/2012 |
|
|
|
|
4/15/2003 |
|
|
|
4,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
24.09 |
|
|
|
4/15/2013 |
|
|
|
|
4/20/2004 |
|
|
|
4,500 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
27.30 |
|
|
|
4/20/2014 |
|
|
|
|
5/10/2005 |
|
|
|
2,700 |
|
|
|
1,800 |
|
|
|
--- |
|
|
$ |
28.28 |
|
|
|
5/10/2012 |
|
|
|
|
|
|
|
|
25,700 |
|
|
|
1,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Duane A. Dewey |
|
|
8/25/2003 |
|
|
|
10,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
26.52 |
|
|
|
8/25/2013 |
|
|
|
|
4/20/2004 |
|
|
|
15,000 |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
27.30 |
|
|
|
4/20/2014 |
|
|
|
|
5/10/2005 |
|
|
|
9,000 |
|
|
|
6,000 |
|
|
|
--- |
|
|
$ |
28.28 |
|
|
|
5/10/2012 |
|
|
|
|
|
|
|
|
34,000 |
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Stock options granted May 10, 2005, under the 2005
Incentive Plan, become exercisable in five
equal installments on the annual anniversary of the grant date. Stock options granted prior to 2005
under the 1997 Long-Term Incentive Plan became exercisable in four equal installments on each
annual anniversary of the grant date, with the exception of the following, which vest on the fourth
anniversary of the grant date: with respect to the stock options granted on May 11, 1999, to Mr.
Hickson 4,389 shares; with respect to the stock options granted on May 9, 2000, to Mr. Host
5,536 shares; with respect to the stock options granted on May 8, 2001, to Messrs. Hickson and Host
4,612 and 4,612 shares, respectively; with respect to the stock options granted on April 9, 2002,
to Messrs. Hickson and Host 3,928 and 3,928 shares, respectively; with respect to the stock
options granted on April 15, 2003, to Messrs. Hickson and Host 4,151 and 4,151 shares, respectively. |
26
Outstanding Equity Awards at 2008 Fiscal Year-End (Stock Awards)
The following table includes certain information with respect to all unvested
performance-based and time-based restricted stock awards held by NEOs at December 31, 2008. All
awards in the table below were granted under the 2005 Incentive Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive |
|
Plan Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards: |
|
Market or Payout |
|
|
|
|
|
|
Number of |
|
Market Value of |
|
Number of |
|
Value of Unearned |
|
|
|
|
|
|
Shares or Units of |
|
Shares or Units of |
|
Unearned Shares, Units |
|
Shares, Units or Other |
|
|
|
|
|
|
Stock That Have |
|
Stock That Have |
|
or Other Rights That |
|
Rights That Have Not |
|
|
|
|
|
|
Not Vested |
|
Not Vested |
|
Have Not Vested |
|
Vested |
Name |
|
Grant Date |
|
(#)(1)(2) |
|
($)(3) |
|
(#)(4)(5)(6) |
|
($)(3) |
|
Richard G. Hickson |
|
|
5/10/2005 |
|
|
|
13,938 |
|
|
$ |
300,921 |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
2/1/2006 |
|
|
|
--- |
|
|
|
--- |
|
|
|
29,313 |
|
|
$ |
632,868 |
|
|
|
|
1/16/2007 |
|
|
|
--- |
|
|
|
--- |
|
|
|
35,000 |
|
|
$ |
755,650 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
35,060 |
|
|
$ |
756,945 |
|
|
|
|
1/22/2008 |
|
|
|
8,634 |
|
|
$ |
186,408 |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
|
|
|
|
22,572 |
|
|
$ |
487,329 |
|
|
|
99,373 |
|
|
$ |
2,145,463 |
|
Louis E. Greer |
|
|
2/1/2006 |
|
|
|
--- |
|
|
|
--- |
|
|
|
1,675 |
|
|
$ |
36,163 |
|
|
|
|
1/16/2007 |
|
|
|
--- |
|
|
|
--- |
|
|
|
6,000 |
|
|
$ |
129,540 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
6,010 |
|
|
$ |
129,756 |
|
|
|
|
1/22/2008 |
|
|
|
1,480 |
|
|
$ |
31,953 |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
|
|
|
|
1,480 |
|
|
$ |
31,953 |
|
|
|
13,685 |
|
|
$ |
295,459 |
|
Gerard R. Host |
|
|
5/10/2005 |
|
|
|
7,122 |
|
|
$ |
153,764 |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
2/1/2006 |
|
|
|
--- |
|
|
|
--- |
|
|
|
15,075 |
|
|
$ |
325,469 |
|
|
|
|
1/16/2007 |
|
|
|
--- |
|
|
|
--- |
|
|
|
18,000 |
|
|
$ |
388,620 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
18,030 |
|
|
$ |
389,268 |
|
|
|
|
1/22/2008 |
|
|
|
4,441 |
|
|
$ |
95,881 |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
|
|
|
|
11,563 |
|
|
$ |
249,645 |
|
|
|
51,105 |
|
|
$ |
1,103,357 |
|
Breck W. Tyler |
|
|
2/1/2006 |
|
|
|
--- |
|
|
|
--- |
|
|
|
5,025 |
|
|
$ |
108,490 |
|
|
|
|
1/16/2007 |
|
|
|
--- |
|
|
|
--- |
|
|
|
6,000 |
|
|
$ |
129,540 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
6,010 |
|
|
$ |
129,756 |
|
|
|
|
1/22/2008 |
|
|
|
1,480 |
|
|
$ |
31,953 |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
|
|
|
|
1,480 |
|
|
$ |
31,953 |
|
|
|
17,035 |
|
|
$ |
367,786 |
|
Duane A. Dewey |
|
|
2/1/2006 |
|
|
|
--- |
|
|
|
--- |
|
|
|
5,025 |
|
|
$ |
108,490 |
|
|
|
|
1/16/2007 |
|
|
|
--- |
|
|
|
--- |
|
|
|
6,000 |
|
|
$ |
129,540 |
|
|
|
|
1/22/2008 |
|
|
|
--- |
|
|
|
--- |
|
|
|
6,010 |
|
|
$ |
129,756 |
|
|
|
|
1/22/2008 |
|
|
|
1,480 |
|
|
$ |
31,953 |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
|
|
|
|
1,480 |
|
|
$ |
31,953 |
|
|
|
17,035 |
|
|
$ |
367,786 |
|
|
|
|
(1) |
|
For stock granted January 22, 2008, this column reflects time-based restricted stock granted.
These awards vest 100% at the end of 36 months, provided the executive is still actively employed.
Accelerated vesting may occur based on the executives death, disability, retirement at or after
age 65, termination by Trustmark without cause, termination by the executive for good reason or a
change in control. Dividends on any time-based restricted stock are accumulated and will be paid
only when and to the extent the shares vest. |
(2) |
|
For the May 10, 2005, grant date, this column reflects the number of excess shares that were
issued on February 20, 2008, in connection with the greater than 100% vesting of the
performance-based restricted stock award granted on May 10, 2005. These time-based restricted
shares will vest on the earlier of the date of the 2010 Annual Meeting of Shareholders or May 31,
2010, provided the awardee remains employed through the end of the period of restriction.
Accelerated vesting of these shares may occur based on the executives death, disability,
retirement at or after age 65, termination by
Trustmark without cause, termination by the executive for good reason or a change in control.
Dividends on these shares are accumulated and will be paid only when and to the extent the shares
vest. |
(3) |
|
The market value of shares that have not vested is the number of reported shares multiplied by
the closing market price of Trustmarks common stock on December 31, 2008, which was $21.59 per
share. |
(4) |
|
For restricted stock granted February 1, 2006, this column reflects the number of
performance-based restricted shares that vested and excess shares that were issued under the award
on February 18, 2009. The awards vested based on achievement of ROAE targets, with vesting up to
and including
100% based on ROAE, and TSR targets, with vesting up to and including 100% based on TSR, compared
to a group of peer financial institutions over a January 1, 2006, through December 31, 2008,
performance period. Because a greater than 100% vesting level with respect to the ROAE and TSR
targets was achieved in the aggregate (with the maximum being 200%), an additional award of
time-based restricted stock (excess shares) was issued on February 18, 2009. These excess shares
will vest on December 31, 2011, provided the executive remains employed through such date.
Accelerated vesting of these excess shares may also occur based on an executives death,
disability, retirement at or after age 65, termination by Trustmark without cause,
termination by the executive for good reason or a change in control. Dividends on the initial
performance-based restricted stock awards were accumulated and were paid when the initial
performance-based restricted stock vested. Dividends on the excess shares issued are being
accumulated and will vest and be paid only when and to the extent the excess shares vest. |
(5) |
|
For restricted stock granted January 16, 2007, this column reflects the maximum number of
performance-based restricted shares and excess shares |
27
|
|
|
|
|
granted, based on the currently anticipated performance vesting under the award. The awards vest
based on achievement of ROATE targets, with the vesting up to and including 100% based on ROATE,
and TSR targets, with vesting up to and including 100% based on TSR, compared to a group of peer
financial institutions over a January 1, 2007, through December 31, 2009, performance period,
provided the executive remains employed through the end of the performance period. Partial
time-weighted performance vesting occurs based on ROATE and TSR through the end of the calendar
quarter prior to an executives death, disability, retirement at or after age 65, termination by
Trustmark without cause or termination by the employee for good reason or a change in control. If
a greater than 100% vesting level with respect to the ROATE and TSR targets is achieved in the
aggregate (with the maximum being 200%) for an executive who remains employed for the entire
performance period, then an additional award of time-based restricted stock (excess shares) will
be issued in the first 2 1/2 months after the end of the performance period equal to the number of
shares awarded initially to that executive multiplied by the vesting exceeding 100%. Any such
awarded excess shares will vest on December 31, 2012, provided the executive remains employed
through such date. Accelerated vesting of these excess shares may also occur based on an
executives death, disability, retirement at or after age 65, termination by Trustmark without
cause or termination by the executive for good reason or a change in control. Dividends on the
initial performance-based restricted shares are accumulated and will vest and be paid only when
and to the extent the initial performance-based restricted shares vest. Dividends on any excess
shares issued will be accumulated and will vest and be paid only when and to the extent the
excess shares vest. |
(6) |
|
For stock granted January 22, 2008, this column reflects the maximum number of
performance-based restricted shares and excess shares granted, based on the currently anticipated
performance vesting under the award. See footnote (2) to the Grants of Plan-Based Awards for 2008
table on page 25 for discussion of the vesting schedule of these awards of performance-based
restricted shares and potential excess shares. |
Option Exercises and Stock Vested for 2008
None of the NEOs exercised stock options during 2008. The following table provides information
regarding restricted stock awards that vested during 2008 for each of the NEOs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
Number of Shares |
|
Value Realized |
|
Number of Shares |
|
Value Realized |
|
|
Acquired on Exercise |
|
on Exercise |
|
Acquired on Vesting |
|
on Vesting |
Name |
|
(#) |
|
($) |
|
(#)(1) |
|
($) |
|
Richard G. Hickson |
|
|
--- |
|
|
|
--- |
|
|
|
17,423 |
|
|
$ |
365,883 |
|
Louis E. Greer |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
Gerard R. Host |
|
|
--- |
|
|
|
--- |
|
|
|
8,902 |
|
|
$ |
186,942 |
|
Breck W. Tyler |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
Duane A. Dewey |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
(1) |
|
Represents 100% of the original number of performance-based restricted shares granted on May
10, 2005. The details of the excess shares issued on
February 20, 2008, related to this grant are discussed in footnote (2) of the Outstanding Equity
Awards at 2008 Fiscal Year-End table on page 27. |
Pension Benefits for 2008
The following table shows the present value at December 31, 2008, of accumulated benefits
payable to each NEO, including the number of years of service credited, under each of the Trustmark
Capital Accumulation Plan and the Executive Deferral Plan, determined using interest rate and
mortality rate assumptions included in Note 13 to Trustmarks audited financial statements for the
fiscal year ended December 31, 2008, in Trustmarks Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 26, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Years |
|
Present Value of |
|
Payments During |
|
|
|
|
Credited Service |
|
Accumulated Benefit |
|
Last Fiscal Year |
Name |
|
Plan Name |
|
(#)(1) |
|
($)(2)(3) |
|
($) |
|
Richard G. Hickson (4) |
|
Trustmark Capital Accumulation Plan |
|
|
12 |
|
|
$ |
255,806 |
|
|
|
--- |
|
|
|
Executive Deferral Plan |
|
|
11 |
|
|
$ |
3,159,050 |
|
|
|
--- |
|
Louis E. Greer |
|
Trustmark Capital Accumulation Plan |
|
|
22 |
|
|
$ |
153,777 |
|
|
|
--- |
|
|
|
Executive Deferral Plan |
|
|
10 |
|
|
$ |
427,872 |
|
|
|
--- |
|
Gerard R. Host |
|
Trustmark Capital Accumulation Plan |
|
|
25 |
|
|
$ |
226,128 |
|
|
|
--- |
|
|
|
Executive Deferral Plan |
|
|
16 |
|
|
$ |
855,743 |
|
|
|
--- |
|
Breck W. Tyler |
|
Trustmark Capital Accumulation Plan |
|
|
19 |
|
|
$ |
137,353 |
|
|
|
--- |
|
|
|
Executive Deferral Plan |
|
|
8 |
|
|
$ |
269,491 |
|
|
|
--- |
|
Duane A. Dewey |
|
Trustmark Capital Accumulation Plan |
|
|
5 |
|
|
$ |
36,025 |
|
|
|
--- |
|
|
|
Executive Deferral Plan |
|
|
5 |
|
|
$ |
224,576 |
|
|
|
--- |
|
|
|
|
(1) |
|
Actual years of service as a Trustmark associate for each NEO is as follows: Hickson 11,
Greer 21, Host 24, Dewey 5, Tyler 18. For purposes of the Executive Deferral Plan, NEOs
receive one year of credited service for every 12 months of employment with Trustmark. For purposes
of calculating years of credited service for the Trustmark Capital Accumulation Plan, NEOs receive
one year of credited service for every calendar year in which they worked 1,000 hours. Therefore,
number of years of credited service as an associate and years of credited service for the Trustmark
Capital Accumulation Plan may differ. Also, since the date of entry into the Executive Deferral Plan
could be subsequent to the date of entry into the Trustmark Capital Accumulation Plan, the number
of years of credited service for each plan may be different depending on each respective date of
entry. |
(2) |
|
Includes amounts which the NEO may not currently be entitled to receive because such amounts
are not vested. |
(3) |
|
The present value of accumulated benefit is based on converting the lump sum attributable to
credits earned to date to an annuity payable at retirement age, which is then discounted back to
December 31, 2008. |
(4) |
|
If Mr. Hickson were to elect early retirement, effective
December 31, 2008, he would be eligible, under the provisions of the
Trustmark Capital Accumulation Plan, to receive a lifetime annuity
in the amount of $23,577 annually or a lump sum distribution of
$291,749.
|
28
Trustmark Capital Accumulation Plan
Trustmark maintains a non-contributory pension plan for associates who are twenty-one years of
age or older and who have completed one year of service with a prescribed number of hours of
credited service and who were last hired prior to January 1, 2007. Benefits payable under the plan
are based on a pension equity formula that takes into account the participants compensation
averaged over the highest consecutive five-year period out of the most recent seven-year period,
the number of years of credited service and the age when each year of credited service is earned.
Effective January 1, 2007, the annual benefit accrual rate for each future year of service was
reduced by 50% to control the costs associated with the plan. Compensation consists of W-2 taxable
income adjusted for associate contributions to Trustmarks 401(k) plan, qualified transportation
fringe benefits and cafeteria plans. Compensation does not include group term life insurance,
automobile allowance, moving expenses, severance pay or income from stock options after 2002. After
2003, compensation also excludes all incentive compensation, bonuses and commissions, with
exceptions for associates whose pay is 100% commission-based. For 2008, the maximum benefit
allowable by the Internal Revenue Service was $185,000, and the maximum covered compensation was
$230,000. The table above assumes the entire service period was completed under the benefit
formula that was effective for service through December 31, 2008, and thereafter. Amounts payable
pursuant to the plan are not subject to reduction for social security benefits. Trustmark stopped
admitting new members to the plan in January 2007.
In an effort to control expenses, the Board voted to freeze the Trustmark Capital Accumulation Plan
effective in 2009. Individual pensions will not accrue additional benefits, except for interest as
required by IRS regulations, after the effective date. No associates will lose their previously
earned pension benefits.
Executive Deferral Plan
Trustmark provides the NEOs with a non-qualified defined benefit plan, which provides a
supplemental retirement benefit to NEOs selected for plan participation by the Human Resources
Committee. The retirement benefit is payable for life, but not less than 10 years, and normally
commences at normal retirement age (65). Benefits payable pursuant to the plan are not subject to
deduction for social security benefits.
The plan provides retirement and death benefits based
upon a retirement benefit amount for each participant established by the Human Resources
Committee. The retirement benefit amount is based on the NEOs level of responsibilities and, in part, on his specified covered salary.
The following table sets forth, as to each NEO, retirement benefits currently anticipated to
be paid at normal retirement (the anticipated normal retirement benefit).
|
|
|
|
|
Name |
|
Annual Benefit |
Richard G. Hickson |
|
$ |
300,000 |
|
Louis E. Greer |
|
$ |
75,000 |
|
Gerard R. Host |
|
$ |
150,000 |
|
Breck W. Tyler |
|
$ |
75,000 |
|
Duane A. Dewey |
|
$ |
100,000 |
|
Normal retirement is considered to be the attainment of age 65. The plan permits early
retirement at or after age 55 with five years of plan participation. Benefits at early retirement
are actuarially reduced. The plan also provides a deferred vested benefit payable at normal
retirement age to a participant terminating for reasons other than retirement with at least one
year of plan participation or retiring early with a pre-existing election to be paid commencing at
his or her normal retirement date. The deferred benefit is accrued and vests at the rate of 1/10th
of the anticipated normal retirement benefit for each year of plan participation for a maximum of
10 years. If a participant does not complete at least one year of plan participation, plan benefits are forfeited (except where the cessation of employment is due to death, retirement, total
disability or just cause as defined in the plan). Should a participant die prior to retirement,
the participants beneficiary will receive a death benefit equal to a percentage (100% for the first year and 75% for the remaining years) of a specified covered salary amount (which amount is
twice the anticipated normal retirement benefit) for ten years or until the participant would have
reached normal retirement age, whichever is later. Life insurance contracts have been purchased to
fund payments under the plan.
29
Non-Qualified Deferred Compensation for 2008
Trustmarks NQDC Plan allows executives to defer pre-tax up to 90% of annual base salary
and/or cash bonus. No contribution is made to the plan by Trustmark. Each executives deferred
income account is credited with investment gains (or losses) based on investment elections from
twenty-four investment options. Distributions can be received under this plan upon retirement,
death, long-term disability, termination of employment or during employment at specified dates.
The following table provides information relating to each NEOs participation in the plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
Trustmark |
|
Aggregate |
|
Aggregate |
|
Aggregate Balance |
|
|
Contributions in |
|
Contributions in |
|
Earnings in |
|
Withdrawals/ |
|
at Last Fiscal |
|
|
Last Fiscal Year |
|
Last Fiscal Year |
|
Last Fiscal Year |
|
Distributions |
|
Year-End |
Name |
|
($)(1) |
|
($) |
|
($)(2) |
|
($) |
|
($)(3) |
|
Richard G. Hickson |
|
$ |
124,529 |
|
|
|
--- |
|
|
$ |
(986,118 |
) |
|
|
--- |
|
|
$ |
1,936,140 |
|
Louis E. Greer |
|
$ |
10,000 |
|
|
|
--- |
|
|
$ |
(11,468 |
) |
|
|
--- |
|
|
$ |
21,542 |
|
Gerard R. Host |
|
$ |
192,149 |
|
|
|
--- |
|
|
$ |
(538,081 |
) |
|
|
--- |
|
|
$ |
911,133 |
|
Breck W. Tyler |
|
$ |
45,000 |
|
|
|
--- |
|
|
$ |
(163,041 |
) |
|
|
--- |
|
|
$ |
253,976 |
|
Duane A. Dewey |
|
$ |
31,768 |
|
|
|
--- |
|
|
$ |
(28,785 |
) |
|
|
--- |
|
|
$ |
137,226 |
|
|
|
|
(1) |
|
All amounts are reported as 2008 salary for the NEO in the Summary Compensation Table on page
24. |
(2) |
|
The amounts in this column consist of investment losses for fiscal 2008 and do not include any
above-market earnings. |
(3) |
|
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 2008: Hickson $1,842,652, Greer
$2,500, Host $ 1,023,241, Dewey $105,452, Tyler $45,000. |
30
Potential Payments Upon Termination or Change in Control
As discussed above, Trustmarks executive compensation programs, plans and agreements provide
for payments to the NEOs in the event of certain terminations of employment or upon a change in control
of Trustmark. Also as discussed above, in connection with Trustmarks participation in the Capital
Purchase Program, each of the NEOs executed an agreement that limits his compensation, including
amounts that might be paid under these programs, plans and agreements, during the TARP Period. The
ARRA amends the EESA to prohibit any payment to a senior executive officer or any of the next five most highly-compensated employees on account of termination of employment for any reason during
the TARP Period. If payments under these programs, plans and agreements are triggered during the
TARP Period and while the executive officer is still an NEO, then the NEO will receive the lesser
of the amount allowed under EESA, as amended by the ARRA, or the amount provided by the particular
program, plan or agreement. The following table describes the potential payments to each NEO that
would be triggered by a termination or a change in control of Trustmark, assuming a termination or
change in control occurring on December 31, 2008, and outside of the TARP Period. As explained in
footnotes (1) and (4) to the table, the EESA, as amended by the ARRA, would prohibit most of these
payments to the NEOs if triggered during the TARP Period.
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 Trustmarks
executive officers and which is available generally to all salaried employees, and excludes (i)
amounts accrued through December 31, 2008, 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 Trustmark Capital Accumulation Plan, Executive Deferral Plan, NQDC Plan and 401(k) plan and
(iii) already vested equity awards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-CIC |
|
CIC |
|
|
|
|
Termination by Company |
|
Termination by Company |
|
|
|
|
Without Cause or for Good |
|
Without Cause or for Good |
|
|
|
|
Reason under Employment |
|
Reason under Employment |
Name |
|
Incremental Compensation and Benefit Payments |
|
Agreement |
|
Agreement |
|
Richard G. Hickson |
|
Severance (1) |
|
|
--- |
|
|
$ |
1,184,284 |
|
|
|
Covenant Payment (1)(2) |
|
$ |
2,368,568 |
|
|
$ |
2,368,568 |
|
|
|
Stock Options Accelerated Vesting (3)(4) |
|
|
--- |
|
|
|
--- |
|
|
|
Restricted Stock Accelerated Vesting (3)(4)(5)(6) |
|
$ |
564,696 |
|
|
$ |
564,696 |
|
|
|
Executive Deferral Plan (1)(7)(8) |
|
|
--- |
|
|
|
--- |
|
|
|
Health & Welfare Benefits (1)(9) |
|
|
--- |
|
|
$ |
342 |
|
|
|
Totals |
|
$ |
2,933,264 |
|
|
$ |
4,117,890 |
|
Louis E. Greer |
|
Severance (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Covenant Payment (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Stock Options Accelerated Vesting (3)(4) |
|
|
--- |
|
|
|
--- |
|
|
|
Restricted Stock Accelerated Vesting (3)(4)(5)(6) |
|
$ |
75,457 |
|
|
$ |
75,457 |
|
|
|
Executive
Deferral Plan (1)(7)(8) |
|
|
--- |
|
|
|
--- |
|
|
|
Health & Welfare Benefits (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Totals |
|
$ |
75,457 |
|
|
$ |
75,457 |
|
Gerard R. Host |
|
Severance (1) |
|
|
--- |
|
|
$ |
591,757 |
|
|
|
Covenant Payment (1)(2) |
|
$ |
591,757 |
|
|
$ |
355,293 |
|
|
|
Stock Options Accelerated Vesting (3)(4) |
|
|
--- |
|
|
|
--- |
|
|
|
Restricted Stock Accelerated Vesting (3)(4)(5)(6) |
|
$ |
290,005 |
|
|
$ |
290,005 |
|
|
|
Executive Deferral Plan (1)(7)(8) |
|
|
--- |
|
|
|
--- |
|
|
|
Health & Welfare Benefits (1)(10) |
|
|
--- |
|
|
$ |
7,938 |
|
|
|
Totals |
|
$ |
881,762 |
|
|
$ |
1,244,993 |
|
Breck W. Tyler |
|
Severance (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Covenant Payment (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Stock Options Accelerated Vesting (3)(4) |
|
|
--- |
|
|
|
--- |
|
|
|
Restricted Stock Accelerated Vesting (3)(4)(5)(6) |
|
$ |
75,457 |
|
|
$ |
75,457 |
|
|
|
Executive Deferral Plan (1)(7)(8) |
|
|
--- |
|
|
$ |
67,373 |
|
|
|
Health & Welfare Benefits (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Totals |
|
$ |
75,457 |
|
|
$ |
142,830 |
|
Duane A. Dewey |
|
Severance (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Covenant Payment (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Stock Options Accelerated Vesting (3)(4) |
|
|
--- |
|
|
|
--- |
|
|
|
Restricted Stock Accelerated Vesting (3)(4)(5)(6) |
|
$ |
75,457 |
|
|
$ |
75,457 |
|
|
|
Executive Deferral Plan (1)(7)(8) |
|
|
--- |
|
|
$ |
224,576 |
|
|
|
Health & Welfare Benefits (1) |
|
|
--- |
|
|
|
--- |
|
|
|
Totals |
|
$ |
75,457 |
|
|
$ |
300,033 |
|
31
|
|
|
(1) |
|
Under the executive compensation limitations of the EESA, as amended by the ARRA, each NEO is
prohibited from receiving any golden parachute payment during the TARP Period for departure from
Trustmark for any reason, except for payments for services performed or benefits accrued. Any
payments under the NEOs applicable employment contracts and the Executive Deferral Plan in
connection with a termination for any reason are prohibited during the TARP Period. |
(2) |
|
Payments pursuant to the NEOs employment agreement in consideration of the executives
covenants relating to confidentiality and two-year non-solicitation and non-competition
commitments. |
(3) |
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Under a change in control without termination of employment, the executive is entitled to the
accelerated vesting of his unvested stock options, a pro-rata portion, based on actual performance
to date, of any unvested performance-based restricted shares and a pro-rata portion of any
time-based restricted shares granted in 2008 and all of any issued but unvested restricted stock
excess shares. The value of accelerated stock options is based on the spread between the assumed
fair market value of $21.59 per share as of December 31, 2008, and the applicable exercise price
for each option.
All unvested stock options were under water (i.e., the exercise price exceeded the fair
market value) as of the assumed change in control date and, therefore, no incremental value has
been attributed to such options. The value of the restricted stock is also based on the assumed
fair market value upon vesting of $21.59 as of December 31, 2008. No other incremental
compensation or benefits are payable upon a change in control. |
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The EESA, as amended by the ARRA, does not prohibit the accelerated vesting of unvested stock
options and restricted stock awards upon change in control without termination. Therefore, the
amounts shown in the CIC column of this table would not be reduced during the TARP Period.
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For awards granted after 2005, upon retirement at age 65 or older, the executive is entitled to
accelerated vesting of a pro-rata portion, based on actual performance to date, of his unvested
restricted stock. |
(6) |
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Upon death or disability, the executive is entitled to accelerated vesting of a pro-rata
portion, based on actual performance to date, of his unvested restricted stock. |
(7) |
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Upon death, an incremental death benefit may be payable to the executives beneficiary under
the Executive Deferral Plan. |
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The incremental Executive Deferral Plan benefit amount is equal to the present value
difference between the benefit at normal retirement date and the deferred benefit accrued to
date, calculated by adding five years of service, up to a maximum of 10 total years of
participation. The actuarial assumptions used to calculate the incremental benefit are the same as
the assumptions in the Pension Benefits table using a 6% rate for present value computations. For
purposes of this calculation, Mr. Tyler was awarded two additional years of service, and Mr. Dewey
was awarded five additional years of service, which resulted in the incremental benefits shown in
the table. Messrs. Hickson, Host and Greer were already fully vested as of December 31, 2008, and
would not receive any incremental benefit from this provision. |
(9) |
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Mr. Hickson was not covered during 2008 by any Trustmark health and welfare benefit programs;
however, he did receive life insurance coverage. |
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Mr. Host is entitled to twelve months of
continuous health and welfare benefit payments upon a change in control. |
Employment Agreements
Richard G. Hickson. On November 20, 2008, Trustmark entered into an amended and restated
Employment Agreement (Agreement) with Mr. Hickson. The primary purpose
for entering into the Agreement was to extend Mr. Hicksons employment term through the date of
Trustmarks 2011 Annual Meeting of Shareholders (currently scheduled for May 10, 2011) and to
provide for an orderly executive management transition. The Agreement provides for Mr. Hickson to
continue serving as Chairman, President and CEO of Trustmark and Chairman and CEO of the Bank
through December 31, 2010. After December 31, 2010, the Agreement provides that Mr. Hickson will
serve as an employee-Chairman of both Trustmark and the Bank until the expiration of his Agreement.
By virtue of the omnibus amendment consented to by Mr. Hickson, payments under the new
Agreement are limited in compliance with the Capital Purchase Program.
The Agreement provides for Mr. Hickson to receive a base salary of not less than $400,000 and
to receive bonuses, stock options and other customary benefits. Mr. Hicksons base salary in
effect on December 31, 2010, will continue in 2011, and his annual bonus may not exceed his base
salary in any year. Mr. Hickson will not participate in Trustmarks regular bonus plan for 2011,
but may be awarded a bonus for the portion of the year that he is employed, at the discretion of
the Committee.
The Agreement provides for Mr. Hickson to be eligible to receive equity
compensation awards through 2009, but that he will not receive equity awards in 2010 or 2011. His
2009 equity compensation award will be twice the amount of the usual annual award, with one-half of
the award being performance-based and one-half time-based, and with all earned shares normally
vesting if and when Mr. Hicksons employment continues through the date of Trustmarks 2011 Annual
Meeting of Shareholders. If Mr. Hicksons employment ceases other than due to termination for Cause
(as defined in the Agreement), all of his incentive stock options and non-qualified
stock options outstanding on the date of the Agreement will be amended to provide, and all of the
stock options granted after the date of the Agreement will provide, that to the extent they are
outstanding at the time of Mr. Hicksons cessation of employment, they will continue to be
exercisable for their original term. If Mr. Hickson is terminated for Cause, his rights in his
stock options will be governed by the terms of the applicable stock option award agreements. This
stock option exercise period extension was not provided in Mr. Hicksons prior Agreement.
On any cessation of employment, Mr. Hickson will be entitled to earned but unpaid salary and bonus and
accrued vacation.
If on or before December 31, 2009, Mr. Hicksons employment is terminated by Trustmark (other
than for Cause, death, disability or retirement), or in the event he resigns for Good Reason (as
defined in the Agreement), following a change in control and if he timely releases Trustmark from
certain claims, Mr. Hickson is entitled to a lump sum payment in an amount equal to the sum of his
salary immediately prior to the change in control and the highest annual bonus earned in any of the
preceding three years. In consideration of Mr. Hicksons agreements relating to confidentiality,
non-solicitation and non-competition, Trustmark is additionally obligated to pay Mr. Hickson an
amount equal to two times the sum of his salary immediately prior to the termination or resignation
and the highest annual bonus earned in any of the preceding three years, payable in a lump sum if
he terminates within two years after a change in control covered by Section 409A of the Internal
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Revenue Code or payable at regular pay intervals if he terminates within two years after a
non-409A-covered change in control or during the third year after a 409A-covered change in control.
Mr. Hickson is entitled to receive customary benefits for twelve months following his termination
or resignation, reduced by any benefits received from later employment, provided that Trustmark
will pay Mr. Hickson the after-tax cost of comparable coverage at regular pay intervals for the
twelve months when coverage cannot continue to be provided. Any outstanding unvested stock options
vest as of the change in control. Finally, Trustmark is obligated to purchase Mr. Hicksons
residence for the lesser of appraised value or $900,000, if he is unable to sell it within four
months following his termination. These benefits upon termination following a change in control
differ from those provided in Mr. Hicksons prior Agreement in that the prior Agreement did not
limit these benefits to a termination on or before December 31, 2009.
If, without a change in control or at any time after December 31, 2009, Mr. Hickson is
terminated by Trustmark (other than for Cause, death, disability or retirement) or if he resigns
for Good Reason, in consideration of his agreements relating to confidentiality, non-solicitation
and non-competition and his timely releasing Trustmark from certain claims, Trustmark is obligated
to pay Mr. Hickson an amount equal to two times the sum of his salary immediately prior to the
termination or resignation and the highest annual bonus earned in any of the preceding three years,
payable for twenty-four months at regular pay intervals. Trustmark must also provide customary
benefits for a period of eighteen months following termination or resignation, reduced by any
benefits received from later employment, provided that Trustmark will pay Mr. Hickson the
after-tax cost of comparable coverage at regular pay intervals for the eighteen months where
coverage cannot continue to be provided. Finally, but only in the case of termination on or before
December 31, 2009, Trustmark is required to purchase Mr. Hicksons residence for the lesser of
appraised value or $900,000, if he is unable to sell it within four months following termination.
These benefits upon termination without a change in control (or after December 31, 2009) differ
from those provided in Mr. Hicksons prior Agreement in that the prior agreement did not limit
Trustmarks residence purchase obligation to a termination on or before December 31, 2009.
If Mr. Hickson becomes disabled while employed by Trustmark and if he timely releases
Trustmark from certain claims, he is entitled to a lump sum payment of a time-weighted pro-rata
share of his annual bonus target for the year of his disability.
If Mr. Hickson dies while
employed by Trustmark, his spouse or designated beneficiary is entitled to a lump sum payment of a
time-weighted pro-rata share of his annual bonus target for the year of his death.
If Mr. Hickson is terminated for Cause or if he leaves Trustmark voluntarily, he is not
entitled to any payment other than earned but unpaid salary and bonus and accrued vacation.
Upon
expiration of his Agreement in 2011, Mr. Hickson will be provided office space and secretarial
support until he reaches age 68 in 2012. Mr. Hicksons prior Agreement did not provide for this
post-retirement benefit.
Gerard R. Host. Effective October 23, 2007, Trustmark entered into an amended and restated
Agreement with Mr. Host in order to make changes required by 409A. Under these agreements, on any
cessation of employment, the executive is entitled to earned but unpaid salary and bonus and
accrued vacation up to the date of termination. If Mr. Hosts employment is terminated by Trustmark
(other than for Cause, death, disability or retirement), or if he resigns for Good Reason, within
two years after a change in control of Trustmark and if he timely releases Trustmark from certain
claims, he is entitled to a lump sum payment equal to the sum of his base salary immediately prior
to the change in control and the highest annual bonus earned in any of the preceding two years. He
is also entitled to receive customary benefits for a period of twelve months following termination
or resignation, reduced by any benefits received from later employment, provided that Trustmark
will pay him the after-tax cost of comparable coverage at regular pay intervals for the twelve
months when coverage cannot continue to be provided. Any outstanding unvested stock options vest as
of the change in control. Additionally, in consideration of his covenants relating to confidentiality, non-solicitation and non-competition, Trustmark is obligated to pay him an amount equal
to the sum of his salary and the highest annual bonus earned in any of the preceding three years,
payable for twelve months at regular pay intervals.
If, without a change in control, Mr. Host is terminated without Cause or if he resigns for
Good Reason, in consideration of the executives agreements relating to confidentiality,
non-solicitation and non-competition and his timely releasing Trustmark from certain claims,
Trustmark is obligated to pay him an amount equal to the sum of his salary and the highest annual
bonus earned in any of the preceding three years, payable for twelve months at regular pay
intervals.
If Mr. Host is terminated for Cause, dies, becomes disabled or leaves Trustmark voluntarily,
he is not entitled to any payment other than earned but unpaid salary and bonus and accrued
vacation.
Definitions. For purposes of these agreements, Cause means (i) commission of an act of
personal dishonesty, embezzlement or fraud, (ii) misuse of alcohol or drugs, (iii) failure to pay
any obligation owed to Trustmark or any affiliate, (iv) breach of a fiduciary duty or deliberate
disregard of any rule of Trustmark or any affiliate, (v) commission of an act of willful
misconduct or the intentional failure to perform stated duties, (vi) willful violation of any law,
rule or regulation (other than misdemeanors, traffic violations or similar offenses) or any final
cease-and-desist order or (vii) unauthorized disclosure of any confidential information of
Trustmark or any affiliate or engaging in any conduct constituting unfair competition or inducing
any customer of Trustmark or any affiliate to breach a contract with Trustmark or any affiliate.
Good Reason means (i) a demotion in status, title or position or the assignment of the person to
duties or responsibilities
33
which are materially inconsistent with such status, title or position, (ii) a material breach of
the agreement by Trustmark, (iii) a relocation of Trustmarks offices to a location more than fifty miles outside of Jackson, Mississippi, without the executives consent or (iv) in the case of
Mr. Hickson, his not being named as the CEO of any successor by merger to Trustmark. In the case of
Mr. Hicksons agreement, any good faith determination of Good Reason made by him shall be
conclusive.
Change in control means (i) the acquisition by any person of the power to vote, or
the acquisition of, more than 20% ownership of Trustmarks voting stock, (ii) the acquisition by
any person of control over the election of a majority of Trustmarks Board, (iii) the acquisition
by any person or by persons acting as a group for securities law purposes of a controlling influence over Trustmarks management or policies or (iv) during any two year period, a more than
one-third change in Trustmarks Board (Existing Board), treating any persons approved by a vote of
at least two-thirds of the Existing Board as ongoing members of the Existing Board. However, in the
case of (i), (ii) and (iii), ownership or control of Trustmarks voting stock by a
company-sponsored or a company subsidiary-sponsored employee benefit plan will not constitute a
change in control.
Capital Purchase Program Limitations. In light of the recent enactment of the ARRA, the
Committee is still determining the additional changes that may be required to comply with the
executive compensation
provisions applicable to Capital Purchase Program participants, including these employment
agreements. The ARRA directs the Treasury to issue regulations implementing the new legislation,
and the Committee expects that this additional guidance will help it determine what additional
changes may be necessary with respect to 2009 executive compensation.
Human Resources Committee Report
The Human Resources Committee certifies that it has reviewed with its senior risk officers
the senior executive officer incentive compensation arrangements and has made reasonable efforts
to ensure that such arrangements do not encourage the senior executive officers to take
unnecessary and excessive risks that threaten the value of Trustmark. The Human Resources Committee
has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K with management and, based on such review and discussions, the Human Resources
Committee, as listed below, recommended to the Audit and Finance Committee, acting on behalf of the
Board, that the Compensation Discussion and Analysis be included in this proxy statement.
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Daniel A. Grafton Chairman
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Reuben V. Anderson |
C. Gerald Garnett
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R. Michael Summerford |
Human Resources Committee Interlocks and Insider Participation
The following directors served on Trustmarks Human Resources Committee during 2008: Daniel A.
Grafton (Chairman), Reuben V. Anderson, William C. Deviney, Jr., C. Gerald Garnett and R. Michael
Summerford. No current or former executive officer or associate of Trustmark or any of its
subsidiaries currently serves or has served as a member of the Human Resources Committee or has
been involved in any related party transaction as discussed in the following section.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
The ARRA includes a provision requiring that Capital Purchase Program participants such as
Trustmark, during the period in which any obligation arising from the assistance provided under the
Capital Purchase Program remains outstanding, permit a separate shareholder vote at an annual
meeting of shareholders to approve the compensation of executives as disclosed pursuant to the
compensation rules of the SEC. Because this vote is advisory, it will not be binding upon the
Board, overrule any decision made by the Board or create or imply any additional fiduciary duty by
the Board. The Committee may, however, take into account the outcome of the vote when considering
future executive compensation arrangements.
Accordingly, Trustmarks shareholders are hereby given the opportunity to cast an advisory
vote to approve the compensation of Trustmarks executives and compensation practices and policies
as described above in this proxy statement under the heading EXECUTIVE COMPENSATION Compensation
Discussion and Analysis and the tabular disclosure of NEO compensation and the related material.
Trustmark believes that its executive compensation and compensation practices and policies are
reasonable in comparison to its peer group, are focused on pay-for-performance principles, are
strongly aligned with the long-term interest of shareholders and are necessary to attract and
retain experienced, highly qualified executives critical to Trustmarks long-term success and the
enhancement of shareholder value. The Board believes that Trustmarks executive compensation
achieves these objectives, and, therefore, recommends that shareholders vote for the proposal.
The Board recommends that shareholders vote for advisory approval of Trustmarks executive
compensation.
34
RELATED PARTY TRANSACTIONS
The Bank made a payment of approximately $275,000 in 2008 to Bloomfield Equities, LLC for the
naming rights to the Mississippi Braves AA Baseball Stadium, known as Trustmark Park. Ninety
percent (90%) of Bloomfield Equities, LLC is owned indirectly by retiring director William G.
Yates, Jr., director-nominee William G. Yates III and their family. The dollar value of Mr. Yates,
Jr.s interest in the transaction was approximately $16,500.83, and the dollar value of Mr. Yates
IIIs interest in the transaction was approximately $81,751. The collective dollar value of this
transaction to the Yates family was approximately $247,500. The Bank expects to make a payment of
$275,000 in 2009 to Bloomfield Equities, LLC for the naming rights to Trustmark Park. The specific dollar
values of Mr. Yates, Jr.s and Mr. Yates IIIs interests in the 2009 transaction are not
known at this time.
The Bank also made loans to directors, executive
officers, principal shareholders and their
related interests in 2008 and continues to do so in 2009. Such loans were made in the course of
ordinary business, were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable loans with persons not related to the
Bank, and do not involve more than the normal risk of collectability or present other unfavorable
features.
Trustmarks Audit and Finance Committee has adopted and manages a written policy with respect
to related party transactions that governs the review, approval or ratification of covered related
party transactions. The policy generally provides that Trustmark may enter into a related party
transaction only if the Audit and Finance Committee approves or ratifies such transaction in
accordance with the guidelines set forth in the policy and if the transaction is on terms
comparable to those that could be obtained in arms length dealings with an unrelated third party
or the transaction involves compensation approved by the Human Resources Committee. A Related Party
is (i) an executive officer, director or nominee for director of Trustmark, (ii) a shareholder
owning in excess of 5% of Trustmarks outstanding equity securities, (iii) a person who is an
immediate family member of someone listed in (i) or (ii) or (iv) any firm, corporation or other
entity in which anyone listed in (i) or (ii) is employed or is a general partner or principal or in
a similar position or in which such person has a 5% or greater beneficial ownership interest.
In the event management determines to recommend a related party transaction to the Audit and
Finance Committee, the Committee reviews and either approves or disapproves such transaction. At
subsequent Committee meetings, as necessary, management updates the Committee as to any material
change to a proposed or approved related party transaction. The Committee approves only those
related party transactions that are in, or are not inconsistent with, the best interests of
Trustmark and its shareholders, as the Committee determines in good faith. The Committee considered
and pre-approved the 2008 payment to Bloomfield Equities, LLC and, therefore, to Mr. William G.
Yates, Jr. The Committee also considered and pre-approved the 2009 payment to Bloomfield Equities,
LLC and, therefore, to Messrs. William G. Yates, Jr. and William G. Yates III.
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board, based on the recommendation of the Audit and Finance Committee, has engaged
KPMG as
Trustmarks independent auditors since April 29, 2002, and has reaffirmed KPMGs engagement as the
independent auditors for the fiscal year ending December 31, 2009. The Board recommends that
shareholders vote in favor of ratifying the selection of KPMG. If shareholders do not ratify the
selection of KPMG, the Audit and Finance Committee will consider a change in independent auditors
for the next year.
Representatives of KPMG are expected to be present at the annual meeting with the opportunity
to make a statement, if they desire to do so, and to be available to respond to appropriate
questions during the period generally allotted for questions at the meeting.
The Board recommends that shareholders vote for ratification of the selection of KPMG as
Trustmarks independent auditors.
AUDIT AND FINANCE COMMITTEE REPORT
Trustmarks Audit and Finance Committee, which conducts the usual and necessary activities in
connection with the audit functions of Trustmark, held five meetings during 2008. The Committee
reviewed and discussed with management and KPMG the consolidated audited financial statements as
of and for the three years ended December 31, 2008. The Committee also discussed with KPMG the
matters required to be discussed by Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended. The Committee received the written disclosures and the letter from
KPMG required by the applicable requirements of the Public Company Accounting Oversight Board
regarding the
35
independent auditors communications with the audit committee concerning independence, and
discussed the independence of KPMG. Based on this review, the Committee recommended to the Board
that the consolidated audited financial statements be included in Trustmarks Annual Report on
Form 10-K for the year ended December 31, 2008.
None of the following members of Trustmarks Audit and Finance Committee serve on the audit
committee of another company, and all are independent directors as defined by NASDAQ Marketplace
Rules:
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R. Michael Summerford Chairman
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David H. Hoster II |
Richard H. Puckett
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Kenneth W. Williams |
The Board has determined that R. Michael Summerford qualifies as a financial expert pursuant
to requirements of the Securities and Exchange Commission (SEC).
Accounting Fees
The following list presents the fees for professional audit services rendered by KPMG for the
audit of Trustmarks consolidated financial statements for the fiscal years ended December 31,
2008, and December 31, 2007, and fees billed for other services rendered by KPMG during those
periods. All services reflected below for 2008 and 2007 were pre-approved in accordance with the
policy of the Audit and Finance Committee. Information related to audit fees for 2008 includes
amounts billed through December 31, 2008, and additional amounts estimated to be billed for the
2008 period for audit services rendered.
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Audit Fees Audit fees include fees for professional services in connection with the
audit of Trustmarks consolidated financial statements, review of internal controls, review of the
interim consolidated financial statements included in quarterly reports and services provided by
KPMG in connection with statutory and regulatory filings. Audit fees for 2008 and 2007 were $678,170 and $667,200, respectively. |
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Audit-Related Fees Audit-related fees include fees for professional services in
connection with audits of benefit plans and acquisition consultation. KPMG did not provide audit
services for acquisition consultation or Trustmarks benefit plans in 2008. Audit-related fees for
2007 were $25,000. |
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Tax Fees Tax fees include fees for professional services rendered in connection with tax
compliance. KPMG did not provide any tax services during 2008 or 2007. |
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All Other Fees KPMG did not bill Trustmark for other services during 2008 or 2007. |
Pre-Approval Policy
The Audit and Finance Committee has adopted a policy that sets forth guidelines and procedures
for the pre-approval of services to be performed by the independent auditors, as well as the fees
associated with those services. Annually, the Committee reviews and establishes the types of
services and fee levels to be provided by the independent auditors. Any additional services or fees
in excess of the approved amount require specific pre-approval by the Committee. The Committee has
delegated to its Chairman the authority to evaluate and approve services and fees in the event that
pre-approval is required between meetings. If the Chairman grants such approval, he will report
that approval to the full Committee at its next meeting. Non-audit services, as prohibited by the
SEC, are likewise prohibited under the Committees pre-approval policy.
PROPOSALS OF SHAREHOLDERS
Shareholders may submit proposals to be considered at the 2010 Annual Meeting of Shareholders
if they do so in accordance with applicable regulations of the SEC. Any shareholder intending to
propose a matter for consideration at Trustmarks 2010 Annual Meeting of Shareholders must submit
such proposal in writing to the Secretary of Trustmark no later than February 17, 2010; however, in
order to be considered for inclusion in Trustmarks proxy statement for the 2010 Annual Meeting of
Shareholders, the proposal must be in proper form and submitted to the Secretary no later than
December 4, 2009. In addition, the proxy solicited by the Board for the 2010 Annual Meeting of
Shareholders will confer discretionary authority to vote on any shareholder proposal presented at
the meeting if Trustmark has not received notice of such proposal by February 17, 2010.
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AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of
Shareholders to be held on Tuesday, May 12, 2009:
This proxy statement, a form of the proxy card and Trustmarks 2008 Annual Report to
Shareholders are available at www.trustmark.com under Investor Relations/Annual Meeting of
Shareholders.
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P.O. BOX 291
JACKSON, MS 39205-0291
VOTE BY INTERNET - www.proxyvote.com
Shareholders may use the Internet to transmit their voting instructions and
for electronic delivery of information up until 11:59 p.m. Eastern Time the
day before the meeting date. To vote online, have the proxy card in hand,
access the website above, and follow the instructions given.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER
COMMUNICATIONS
If you would like to reduce the costs incurred by Trustmark Corporation in mailing proxy
materials, you can consent to receive all future proxy statements,
proxy cards and annual reports electronically via email or the Internet. To sign up for electronic
delivery, please follow the instructions above to vote using the Internet and, when prompted,
indicate that you agree to receive or access shareholder communications electronically in future
years.
VOTE BY PHONE - 1-800-690-6903
Shareholders may use any touch-tone telephone to transmit their voting instructions up until 11:59
p.m. Eastern Time the day before the meeting date. To vote by telephone, have the proxy card in
hand, call the toll-free number above, and follow the instructions given.
VOTE BY MAIL
Shareholders should mark, sign, and date their proxy card and return it in the postage-paid
envelope provided or return it to Trustmark Corporation, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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TRUST1
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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TRUSTMARK CORPORATION
Items of Business
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Election of Directors - To elect a board of twelve
directors to hold office for the ensuing year or until their
successors are elected and qualified. |
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Nominees: |
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01) Adolphus B. Baker
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07) John M. McCullouch |
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02) Fred E. Carl, Jr.
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08) Richard H. Puckett |
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03) William C. Deviney, Jr.
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09) R. Michael Summerford |
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04) Daniel A. Grafton
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10) LeRoy G. Walker, Jr. |
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05) Richard G. Hickson
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11) Kenneth W. Williams |
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06) David H. Hoster II
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12) William G. Yates III |
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For
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Withhold
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For All |
All
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Except |
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To withhold authority to vote for any individual
nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below.
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Advisory Vote on Executive Compensation - To provide advisory approval of Trustmarks executive compensation. |
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Ratification of Selection of Independent Auditors - To ratify the selection of KMPG LLP as
Trustmarks independent auditors for the fiscal year ending December 31, 2009. |
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To transact such other business as may properly come before the meeting. |
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For
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Against
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Abstain |
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Instruction for Cumulative Voting for Directors: To cumulate votes for directors, do NOT
mark For All, Withhold All or For All Except above, but check this box and specify the method
of cumulative voting on the back of this card in the section called Cumulative Voting
Instructions/Comments by writing the number of shares of Common Stock to be voted for the
individual nominee(s) and the number(s) of the nominee(s). Cumulative voting can only be processed
by using the proxy card method of voting.
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Please indicate if you plan to attend this meeting.
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Yes
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No |
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Signature [PLEASE SIGN WITHIN BOX]
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Signature [Joint Owners]
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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.trustmark.com under Investor
Relations/Annual Meeting of Shareholders.
TRUSTMARK CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
May 12, 2009
The shareholder(s) hereby appoint(s) Kenneth W. Williams and R. Michael Summerford, or either of
them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side of this ballot, all of the shares of
Common Stock of Trustmark Corporation that the shareholder(s) is/are entitled to vote at
the annual meeting of shareholders to be held in the Trustmark Ballroom at the Jackson
Convention Complex, located at 105 Pascagoula Street, Jackson, Mississippi, on Tuesday, May 12,
2009, at 10:00 a.m., Central Time.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR THE BOARD OF DIRECTORS LISTED ON THE REVERSE SIDE, FOR
ADVISORY APPROVAL OF TRUSTMARKS EXECUTIVE COMPENSATION, AND FOR RATIFICATION OF THE
SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
OR YOU MAY VOTE BY INTERNET OR TELEPHONE (SEE REVERSE SIDE FOR MORE INFORMATION).
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Cumulative Voting Instructions/Comments: |
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(If you noted any Cumulative Voting Instructions/Comments above, please mark corresponding box on the reverse side.)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE