Filed
by the Registrant
þ
|
|||||
Filed
by a Party other than the Registrant
o
|
|||||
|
|||||
Check
the appropriate box:
|
|
|
|||
|
|||||
o
|
|
Preliminary
Proxy Statement
|
|
|
|
o
|
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|||
þ
|
|
Definitive
Proxy Statement
|
|
|
|
o
|
|
Definitive
Additional Materials
|
|
|
|
o
|
|
Soliciting
Material Pursuant to §240.14a-12
|
þ
|
|
No
fee required.
|
||
o
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
||
|
|
|
|
|
|
|
|
|
1) Title of each class of securities to which transaction
applies:
|
|
|
|
|
2) Aggregate
number of securities to which transaction applies:
|
|
|
|
|
3) 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):
|
|
|
|
|
4) Proposed maximum aggregate value of transaction:
|
|
|
|
|
5) Total fee paid:
|
o
|
|
Fee
paid previously with preliminary materials.
|
|
||
o
|
|
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.
|
|
|
|
|
|
1) Amount Previously Paid:
|
|
|
2) Form, Schedule or Registration No.:
|
|
|
3) Filing Party:
|
|
|
4) Date Filed:
|
DATE
AND TIME ..................................
|
Tuesday,
May 8, 2007, at 10:00 a.m.
|
|
LOCATION
............................................
|
Grand
Ballroom
Hilton
Hotel
1001
East County Line Road
Jackson,
Mississippi 39211
|
|
ITEMS
OF BUSINESS ..........................
|
(1) To
elect a board of twelve directors to hold office for the ensuing
year or
until their successors are elected and qualified.
(2) To
transact such other business as may properly come before the meeting.
|
|
RECORD
DATE .....................................
|
Shareholders
of record on March 12, 2007, are eligible to vote at the meeting
in person
or by proxy.
|
|
PROXY
VOTING/REVOCATION .....
|
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.
|
|
T.
Harris Collier III
Secretary
to the Board
|
GENERAL
INFORMATION
|
1
|
Solicitation
by the Board of Directors
|
1
|
Meeting
Location, Date and Time
|
1
|
Shareholders
Entitled to Vote
|
1
|
Required
Vote
|
1
|
How
to Vote
|
1
|
Revocation
of Proxies
|
1
|
Voting
on Other Matters
|
1
|
Cost
of Proxy Solicitation
|
1
|
CORPORATE
GOVERNANCE
|
1
|
Board
Mission
|
2
|
Meetings
of the Board of Directors
|
2
|
Director
Attendance at Annual Meeting
|
2
|
Director
Independence
|
2
|
Lead
Director
|
2
|
Committees
of the Board of Directors
|
2
|
Audit
and Finance Committee
|
2
|
Executive
Committee
|
3
|
Human
Resources Committee
|
3
|
Nominating
Committee
|
3
|
Strategic
Planning Committee
|
3
|
Committee
Membership
|
3
|
Director
Compensation
|
4
|
Communications
with Directors
|
5
|
Nomination
of Directors
|
5
|
Director
Qualifications
|
5
|
Personal
Traits
|
6
|
Leadership
Qualities
|
6
|
Individual
Competencies
|
6
|
PROPOSAL
1: ELECTION OF DIRECTORS
|
6
|
THE
NOMINEES
|
7
|
STOCK
|
10
|
Securities
Ownership by Certain Beneficial Owners and Management
|
10
|
Section
16(a) Beneficial Ownership Reporting Compliance
|
11
|
EXECUTIVE
COMPENSATION
|
11
|
Compensation
Discussion and Analysis
|
11
|
Summary
Compensation Table
|
18
|
All
Other Compensation
|
19
|
Grants
of Plan-Based Awards
|
19
|
Outstanding
Equity Awards
|
20
|
Option
Exercises and Stock Vested
|
21
|
Pension
Benefits
|
22
|
Trustmark
Capital Accumulation Plan
|
22
|
Executive
Deferral Plan
|
22
|
Non-qualified
Deferred Compensation
|
23
|
Potential
Payments Upon Termination or Change in Control
|
24
|
Employment
Agreements
|
25
|
Human
Resources Committee Report
|
26
|
Human
Resources Committee Interlocks and Insider Participation
|
26
|
RELATED
PARTY TRANSACTIONS
|
26
|
AUDIT
AND FINANCE COMMITTEE REPORT
|
27
|
Independent
Public Accountants
|
27
|
Committee
Review and Discussion
|
27
|
Accounting
Fees
|
27
|
Pre-Approval
Policy
|
27
|
Audit
and Finance Committee Charter
|
28
|
PROPOSALS
OF SHAREHOLDERS
|
28
|
(1)
|
Complete
the enclosed proxy card, sign, date and return it in the enclosed
postage-paid envelope,
|
(2)
|
Vote
by telephone (instructions are on the proxy card), or
|
(3)
|
Vote
by Internet (instructions are on the proxy card).
|
•
|
Providing
strategic guidance and oversight,
|
•
|
Acting
as a resource on strategic issues and in matters of planning and
policy-making,
|
•
|
Ensuring
that management’s operations contribute to Trustmark’s financial
soundness,
|
•
|
Promoting
social responsibility and ethical business conduct,
|
•
|
Providing
insight and guidance on complex business issues and problems in the
banking and financial services industries,
|
•
|
Ensuring
that an effective system is in place to facilitate selection, succession
planning and compensation of the Chief Executive Officer (CEO), and
|
•
|
Ensuring
Trustmark’s compliance with all relevant legal and regulatory
requirements.
|
J.
Kelly Allgood
|
Daniel
A. Grafton
|
|
Reuben
V. Anderson
|
John
M. McCullouch
|
|
Adolphus
B. Baker
|
Richard
H. Puckett
|
|
William
C. Deviney, Jr.
|
R.
Michael Summerford
|
|
C.
Gerald Garnett
|
Kenneth
W. Williams
|
Director
|
Audit
and Finance
|
Executive
|
Human
Resources
|
Nominating
|
Strategic
Planning
|
|||||
J.
Kelly Allgood
|
X
|
X
|
X
|
X
|
||||||
Reuben V. Anderson
|
Chair
|
X
|
X
|
X
|
||||||
William
C. Deviney,
Jr.
|
|
X
|
|
|
||||||
C.
Gerald Garnett
|
X
|
X
|
X
|
X
|
||||||
Daniel A.
Grafton
|
X
|
Chair
|
X
|
X
|
||||||
Richard
G. Hickson
|
X
|
|
|
|
||||||
John
M. McCullouch
|
X
|
|
Chair
|
X
|
||||||
Richard
H. Puckett
|
X
|
|
|
|
||||||
R.
Michael Summerford
|
Chair
|
X
|
X
|
X
|
X
|
|||||
Kenneth W. Williams
|
X
|
|
|
|
|
|||||
William
G. Yates,
Jr.
|
|
X
|
|
|
Chair
|
|||||
2006
Meetings
|
5
|
9
|
7
|
1
|
3
|
Director
(1)
|
Fees
Earned or
Paid
in Cash
($)(2)
|
Stock
Awards
($)
|
Option
Awards
($)(3)(4)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Non-qualified
Deferred
Compensation
Earnings
($)(5)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||
J.
Kelly Allgood
|
|
$
34,500
|
---
|
|
$
12,090
|
---
|
|
$
38,054
|
---
|
|
$
84,644
|
|||||||||||
Reuben
V. Anderson
|
|
$
35,750
|
---
|
|
$
14,093
|
---
|
|
$
100,902
|
---
|
|
$
150,745
|
|||||||||||
William
C. Deviney, Jr.
|
|
$
26,250
|
---
|
|
$
12,090
|
---
|
|
$
62,793
|
---
|
|
$
101,133
|
|||||||||||
C.
Gerald Garnett
|
|
$
34,500
|
---
|
|
$
12,182
|
---
|
---
|
---
|
|
$
46,682
|
||||||||||||
John
M. McCullouch
|
|
$
24,000
|
---
|
|
$
12,090
|
---
|
---
|
---
|
|
$
36,090
|
||||||||||||
Richard
H. Puckett
|
|
$
22,250
|
---
|
|
$
12,090
|
---
|
|
$
32,871
|
---
|
|
$
67,211
|
|||||||||||
R.
Michael Summerford
|
|
$
44,250
|
---
|
|
$
12,090
|
---
|
---
|
---
|
|
$
56,340
|
||||||||||||
Kenneth
W. Williams
|
|
$
22,000
|
---
|
|
$
16,613
|
---
|
|
$
54,379
|
---
|
|
$
92,992
|
|||||||||||
William
G. Yates, Jr.
|
|
$
23,750
|
---
|
|
$
16,613
|
---
|
---
|
---
|
|
$
40,363
|
||||||||||||
Matthew
L. Holleman III (6)
|
|
$
37,000
|
---
|
|
$
12,090
|
---
|
|
$
38,867
|
---
|
|
$
87,957
|
(1)
|
Richard
G. Hickson, Trustmark’s 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 on the Trustmark Board. The compensation received by
Mr.
Hickson as an associate of Trustmark is shown in the Summary Compensation
Table on page 18.
|
(2)
|
Includes
fees deferred pursuant to the voluntary Trustmark Corporation Deferred
Compensation Plan and/or the Directors’ Deferred Fee Plan.
|
(3)
|
Reflects
the dollar amount recognized for financial statement reporting purposes
for the fiscal year ended December 31, 2006, in accordance with FAS
123(R), and thus includes amounts from awards granted in and prior
to
2006. The directors had the following options outstanding from grants
under Trustmark’s stock and incentive compensation plans: McCullouch,
Summerford - 6,000 each, Yates - 11,000, all other directors - 12,000
each.
|
(4)
|
The
grant date fair value of options awarded in 2006, computed in accordance
with FAS 123(R), was $14,552 for each director.
|
(5)
|
The
amounts in this column reflect the actuarial increase in the present
value
of the director’s accrued benefits under Trustmark’s Directors’ Deferred
Fee Plan, determined using interest rate and mortality rate assumptions
consistent with those used in Trustmark’s audited financial statements and
includes amounts which the director may not currently be entitled
to
receive because such amounts are not yet vested.
|
(6)
|
Mr.
Holleman resigned from the Board effective January 1, 2007.
|
•
Personal and Professional Integrity
|
•
High Performance Standards
|
|
•
Accountability
|
•
Initiative and Responsiveness
|
|
•
Informed Business Judgment
|
•
Business Credibility
|
|
•
Mature Confidence
|
•
Communication Skills
|
•
Facilitation Skills
|
|
•
Crisis Management Skills
|
•
Relationship Building/Networking
|
Board
Committees
|
|||||
Individual
Director Competencies
|
Audit
and Finance
|
Executive
|
Human
Resources
|
Nominating
|
Strategic
Planning
|
1.
Financial Acumen
|
|||||
Accounting
& finance knowledge
|
ü
|
ü
|
ü
|
ü
|
|
Financial
statement analysis
|
ü
|
||||
Knowledge
of capital markets
|
ü
|
ü
|
|||
Financial
planning
|
ü
|
||||
Ability
to communicate financial concepts in lay terms
|
ü
|
ü
|
|||
2.
Organizational Effectiveness
|
|||||
Talent
management
|
ü
|
||||
Understanding
of compensation issues
|
ü
|
||||
Ability
to discern candidate qualifications
|
ü
|
||||
3.
Strategic Direction
|
|||||
Vision
|
ü
|
ü
|
ü
|
||
Strategic
perspective
|
ü
|
ü
|
ü
|
||
Technology
knowledge
|
ü
|
|
|||
Industry
knowledge
|
ü
|
ü
|
ü
|
ü
|
Name
and Age at Record Date
|
Position,
Principal Occupation and Directorships
|
||
J.
Kelly
Allgood.........................................66
|
|||
·
Retired President, BellSouth Mississippi
· Director
of Trustmark since 1991
·
Trustmark
Corporation Committees:
Audit
and Finance
Executive
Nominating
Strategic
Planning
· Other
Directorships: Trustmark National Bank
|
|||
|
|||
Reuben
V. Anderson.................................64
|
|||
·
Partner, Phelps Dunbar, L.L.P.
(Attorneys)
·
Director of Trustmark since 1980
· Trustmark
Corporation Committees:
Executive
(Chair)
Human
Resources
Nominating
Strategic
Planning
·
Other Directorships: Trustmark National Bank, AT&T Inc. and The
Kroger Company
|
|||
Adolphus
B. Baker....................................50
|
|||
· President
and COO, Cal-Maine Foods, Inc.
(Producer
and Distributor of Shell Eggs)
· Nominated
for Director of Trustmark in 2007
· Other
Directorships: Trustmark National Bank, Cal-Maine Foods,
Inc.
|
|||
William
C. Deviney, Jr.............................61
|
|||
· CEO,
Deviney Construction Company, Inc.
(Telecommunications
Construction)
·
Director
of Trustmark since 1995
·
Trustmark
Corporation Committees:
Human
Resources
·
Other
Directorships: Trustmark National Bank
|
Name
and Age at Record Date
|
Position,
Principal Occupation and Directorships
|
||
C.
Gerald
Garnett......................................62
|
|||
·
Retired CEO, Southern Farm Bureau Casualty Insurance Company
and
Southern Farm Bureau Property Insurance Company
· Director
of Trustmark since 1993
·
Trustmark
Corporation Committees:
Executive
Human
Resources
Nominating
Strategic
Planning
· Other
Directorships: Trustmark National Bank
|
|||
Daniel
A.
Grafton.......................................60
|
|||
·
President, L-3 Vertex Aerospace
(Provider
of Aviation
and Aerospace
Services)
· Director
of Trustmark
since 2007
· Trustmark
Corporation
Committees:
Executive
Human
Resources (Chair)
Nominating
Strategic
Planning
· Other
Directorships: Trustmark
National Bank
|
|||
|
|||
Richard
G.
Hickson..................................62
|
|||
· Chairman,
President and CEO, Trustmark
Corporation;
Chairman
and CEO, Trustmark
National Bank
· Director
of Trustmark
since 1997
· Trustmark
Corporation
Committees:
Executive
· Other
Directorships: Trustmark
National Bank
|
|||
|
|||
John M. McCullouch.................................59 | |||
· Retired
President, AT&T
- Mississippi
· Director
of Trustmark
since 2005
· Trustmark
Corporation
Committees:
Executive
Nominating
(Chair)
· Other
Directorships: Trustmark
National Bank
|
|||
|
Name and Age at Record Date | Position, Principal Occupation and Diretorships | ||
Richard
H. Puckett....................................52
|
|||
· President
and CEO,
Puckett
Machinery
Company
(Distributor
of Heavy Earth Moving
Equipment)
· Director
of Trustmark
since 1995
· Trustmark
Corporation
Committees:
Audit
and Finance
· Other
Directorships: Trustmark
National Bank
|
|||
|
|||
R. Michael
Summerford...........................58
|
|||
· Former
President and COO,
ChemFirst,
Inc.
(Manufacturer
of Electronic
and Specialty Chemicals)
· Director
of Trustmark
since 2005
· Trustmark
Corporation
Committees:
Audit
and Finance
(Chair)
Executive
Human
Resources
Nominating
Strategic
Planning
· Other
Directorships: Trustmark
National Bank
|
|||
|
|||
Kenneth W. Williams...............................65
|
|||
· President,
Corinth Coca-Cola Bottling Works;
President,
Refreshments, Inc., and Refreshments of
Tennessee,
Inc.; Secretary/Treasurer,
Weaver
Consolidated Group, Inc.
(Soft
Drink Bottler)
· Director
of Trustmark
since 1998
· Trustmark
Corporation
Committees:
Audit
and Finance
· Other
Directorships: Trustmark
National Bank
|
|||
|
|||
William
G. Yates, Jr.................................65
|
|||
· President
and CEO, The Yates
Companies, Inc.
(Construction)
· Director
of Trustmark
since 2001
· Trustmark
Corporation
Committees:
Executive
Strategic
Planning (Chair)
· Other
Directorships: Trustmark
National Bank
|
Shares
|
||||||||||
Beneficially
|
Percent
of
|
|||||||||
Owned
|
Outstanding
|
|||||||||
Name
|
as
of 03/01/07 (1)
|
Shares
|
||||||||
Robert
M. Hearin Foundation;
|
7,895,034
|
(2)
|
|
13.47%
|
|
|||||
Robert
M. Hearin Support Foundation
|
|
|||||||||
Post
Office Box 16505
|
|
|||||||||
Jackson,
MS 39236
|
||||||||||
J.
Kelly Allgood
|
63,777
|
(3)(4)
|
|
|||||||
Reuben
V. Anderson
|
30,848
|
(3)(5)
|
|
|||||||
Adolphus
B. Baker
|
12,500
|
(3)
|
|
|||||||
William
C. Deviney, Jr.
|
22,566
|
(3)
|
|
|||||||
Duane
A. Dewey
|
30,023
|
(14)
|
|
|||||||
C.
Gerald Garnett
|
18,389
|
(3)
|
|
|||||||
Daniel
A. Grafton
|
2,000
|
(6)
|
|
|||||||
Richard
G. Hickson
|
395,570
|
(7)(15)
|
|
|||||||
Gerard
R. Host
|
195,816
|
|
(8)(16)
|
|||||||
John
M. McCullouch
|
2,100
|
(17)
|
|
|||||||
James
M. Outlaw, Jr.
|
55,045
|
(9)(18)
|
|
|||||||
Richard
H. Puckett
|
89,264
|
(3)(10)
|
|
|||||||
R.
Michael Summerford
|
2,900
|
(19)
|
|
|||||||
Harry
M. Walker
|
176,305
|
(11)(12)(20)
|
|
|||||||
Zach
L. Wasson
|
---
|
(25)
|
|
|||||||
Kenneth
W. Williams
|
21,198
|
(3)
|
|
|||||||
William
G. Yates, Jr.
|
28,612
|
(13)(21)(22)
|
|
|||||||
Directors
and executive officers of Trustmark as a group
|
1,355,038
|
(23)(24)
|
|
2.3%
|
|
(1)
|
Includes
options exercisable within 60 days of March 1, 2007.
|
(2)
|
Includes
383,928 shares owned by the Robert M. Hearin Foundation, 2,956,862
shares
owned by the Robert M. Hearin Support Foundation, 4,281,244 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)
|
Includes
7,900 shares the individual has the right to acquire through the
exercise
of options granted under Trustmark’s stock and incentive compensation
plans.
|
(4)
|
Includes
750 shares owned by spouse as to which Mr. Allgood has no voting
or
investment control.
|
(5)
|
Includes
1,411 shares owned by spouse and children as to which Mr. Anderson
has no
voting or investment control.
|
(6)
|
Includes
2,000 shares as to which Mr. Grafton shares voting and investment
power
with his spouse.
|
(7)
|
Includes
2,000 shares as to which Mr. Hickson shares voting and investment
power
with his spouse.
|
(8)
|
Includes
21,469 shares owned by spouse and children as to which Mr. Host has
no
voting or investment control.
|
(9)
|
Includes
122 shares owned by spouse as to which Mr. Outlaw has no voting or
investment control.
|
(10)
|
Includes
79,714 shares owned by spouse and children as to which Mr. Puckett
has no
voting or investment control.
|
(11)
|
Includes
3,154 shares owned by children as to which Mr. Walker has no voting
or
investment control.
|
(12)
|
Includes
43,965 shares as to which Mr. Walker shares voting and investment
power
with his spouse.
|
(13)
|
Includes
12,276 shares as to which Mr. Yates shares voting and investment
power
with his spouse.
|
(14)
|
Includes
21,750 shares that Mr. Dewey has the right to acquire through the
exercise
of options and 6,000 shares of performance-based restricted stock
with
respect to which Mr. Dewey has sole voting power but which cannot
be
transferred prior to vesting.
|
(15)
|
Includes
299,250 shares that Mr. Hickson has the right to acquire through
the
exercise of options and 52,423 shares of performance-based restricted
stock with respect to which Mr. Hickson has sole voting power but
which
cannot be transferred prior to vesting.
|
(16)
|
Includes
121,429 shares that Mr. Host has the right to acquire through the
exercise
of options and 26,902 shares of performance-based restricted stock
with
respect to which Mr. Host has sole voting power but which cannot
be
transferred prior to vesting.
|
(17)
|
Includes
1,900 shares that Mr. McCullouch has the right to acquire through
the
exercise of options.
|
(18)
|
Includes
40,625 shares that Mr. Outlaw has the right to acquire through the
exercise of options and 6,000 shares of performance-based restricted
stock
with respect to which Mr. Outlaw has sole voting power but which
cannot be
transferred prior to vesting.
|
(19)
|
Includes
1,900 shares that Mr. Summerford has the right to acquire through
the
exercise of options.
|
(20)
|
Includes
111,318 shares that Mr. Walker has the right to acquire through the
exercise of options and 6,000 shares of performance-based restricted
stock
with respect to which Mr. Walker has sole voting power but which
cannot be
transferred prior to vesting.
|
(21)
|
Includes
6,900 shares that Mr. Yates has the right to acquire through the
exercise
of options granted under Trustmark’s stock and incentive compensation
plans.
|
(22)
|
Includes
9,436 shares held by a corporation controlled by Mr. Yates for which
he
exercises voting rights.
|
(23)
|
Includes
shares held directly or indirectly by 24 individuals: the persons
listed
herein, as well as Trustmark’s other remaining executive officers, the
Treasurer and Principal Financial Officer and the General
Counsel/Secretary.
|
(24)
|
Includes
9,635 shares pledged as security.
|
(25)
|
Mr.
Wasson served as Treasurer of Trustmark and Chief Financial Officer
of
Trustmark National Bank until he separated from Trustmark on November
28,
2006, and is, therefore, included in this table as required.
|
•
|
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, stock options and other long-term incentives,
perquisites and supplemental benefits), understanding the link between
compensation and performance and how compensation can be used to
support
Trustmark’s 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.
|
•
|
Providing
a competitive total compensation opportunity that will enable Trustmark
to
attract, retain and motivate highly qualified executives.
|
•
|
Aligning
compensation opportunities with shareholder interests by making a
portion
of each named executive officer’s compensation dependent on Trustmark’s
performance with respect to return on equity and earnings per share
of
Trustmark, in addition to strategic drivers such as operating efficiency,
revenue growth and credit quality.
|
•
|
Providing
an incentive for superior personal performance by making a portion
of each
named executive officer’s 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 named executive officers will
normally
be deductible for federal income tax purposes, but also recognizing
that
there are circumstances where deductibility is secondary and may
not be
obtained.
|
•
|
Ensuring
that policies and practices are in place to develop management talent,
establish effective corporate governance and set management compensation
at competitive levels.
|
Typical
Base
|
Typical
Bonus
|
Typical
Equity
|
|||
Salary
|
Target
|
Target
|
|||
CEO,
|
45%
|
25%
|
30%
|
||
President-General
|
|||||
Banking
|
|||||
Other
Named
|
55%
|
25%
|
20%
|
||
Executive Officers |
Name
|
2006
Base Salaries
|
|||
Richard
G. Hickson
|
|
$ 705,550
|
||
Gerard
R. Host
|
|
$ 360,500
|
||
Harry
M. Walker
|
|
$ 282,220
|
||
Duane
A. Dewey
|
|
$ 273,465
|
||
James
M. Outlaw, Jr.
|
|
$ 220,000
|
||
Zach
L. Wasson
|
|
$ 220,000
|
•
|
a
primary emphasis on corporate performance as measured by return on
equity
and earnings per share,
|
•
|
a
qualitative assessment of strategic achievements in areas of management
including operating efficiency, revenue growth, credit quality and
net
income, and
|
•
|
a
structured, objective approach to determine cash bonuses.
|
Name
|
2006
Annual Cash Bonus
|
|||
Richard
G. Hickson
|
|
$ 457,568
|
||
Gerard
R. Host
|
|
$ 220,442
|
||
Harry
M. Walker
|
|
$ 126,323
|
||
Duane
A. Dewey
|
|
$ 126,280
|
||
James
M. Outlaw, Jr.
|
|
$
94,518
|
||
Zach L. Wasson forfeited his 2006 Annual Cash Bonus when he separated from Trustmark. |
•
|
authorizes
the granting of restricted stock, restricted stock units, 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 individual’s 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.
|
Name
|
2006
Equity-Based Grants
|
|||
Richard
G. Hickson
|
|
$ 494,375
|
||
Gerard
R. Host
|
|
$ 254,250
|
||
Harry
M. Walker
|
|
$
84,750
|
||
Duane
A. Dewey
|
|
$
84,750
|
||
James
M. Outlaw, Jr.
|
|
$
84,750
|
||
Zach L. Wasson forfeited his 2006 Equity-Based Grant when he separated from Trustmark. |
•
|
health
and dental insurance (portion of costs),
|
•
|
basic
life insurance,
|
•
|
long-term
disability insurance,
|
•
|
participation
in the Trustmark Capital Accumulation Plan (previously known as the
Pension Plan through December 31, 2006), and
|
•
|
participation
in Trustmark’s 401(k) plan, including a company match.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)(1)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive Plan Compensation
($)(3)
|
Change
in
Pension
Value
and
Non-qualified
Deferred
Compensation
Earnings
($)(4)
|
All
Other
Compensation
($)(5)
|
Total
($)
|
|||||||||||||||||||
Richard
G. Hickson
|
2006
|
|
$
702,152
|
---
|
|
$
375,846
|
|
$
147,645
|
|
$
457,568
|
|
$
363,491
|
|
$
53,987
|
|
$
2,100,689
|
||||||||||||
Chairman,
President and CEO,
|
||||||||||||||||||||||||||||
Trustmark
Corporation;
|
||||||||||||||||||||||||||||
Chairman
and CEO,
|
||||||||||||||||||||||||||||
Trustmark
National Bank
|
||||||||||||||||||||||||||||
Gerard
R. Host (6)
|
2006
|
|
$ 358,752
|
---
|
|
$
192,551
|
|
$
82,025
|
|
$
220,442
|
|
$
9,786
|
|
$
16,039
|
|
$
879,595
|
||||||||||||
President
|
|
|||||||||||||||||||||||||||
General
Banking,
|
||||||||||||||||||||||||||||
Trustmark
National Bank
|
|
|||||||||||||||||||||||||||
Harry
M. Walker
|
2006
|
|
$
280,861
|
---
|
|
$
26,545
|
|
$
68,849
|
|
$
126,323
|
|
$
21,959
|
|
$
16,638
|
|
$
541,175
|
||||||||||||
President
|
||||||||||||||||||||||||||||
Jackson
Metro,
|
||||||||||||||||||||||||||||
Trustmark
National Bank
|
||||||||||||||||||||||||||||
Duane
A. Dewey
|
2006
|
|
$
272,148
|
---
|
|
$
26,545
|
|
$
62,667
|
|
$
126,280
|
|
$
40,950
|
|
$
15,848
|
|
$
544,438
|
||||||||||||
President
|
||||||||||||||||||||||||||||
Wealth
Management,
|
||||||||||||||||||||||||||||
Trustmark
National Bank
|
|
|||||||||||||||||||||||||||
James
M. Outlaw, Jr.
|
2006
|
|
$
239,170
|
|
$
70,000
|
|
$
26,545
|
|
$
32,826
|
|
$
94,518
|
|
$
51,139
|
|
$
31,766
|
|
$
545,964
|
|||||||||||
President
and COO,
|
||||||||||||||||||||||||||||
Trustmark-Texas
|
||||||||||||||||||||||||||||
Zach
L. Wasson (7)
|
2006
|
|
$
196,789
|
---
|
---
|
|
$
32,826
|
---
|
|
$
10,687
|
|
$
24,013
|
|
$
264,315
|
||||||||||||||
Former
Treasurer,
|
|
|||||||||||||||||||||||||||
Trustmark
Corporation;
|
||||||||||||||||||||||||||||
Executive
Vice President and
|
||||||||||||||||||||||||||||
Chief
Financial Officer,
|
||||||||||||||||||||||||||||
Trustmark
National Bank
|
(1)
|
Mr.
Outlaw was paid an incentive bonus for relocating to Texas.
|
(2)
|
The
amounts in these columns do not reflect compensation actually received
by
the named executive officer during 2006. These amounts reflect the
dollar
amount recognized by Trustmark for financial statement reporting
purposes
for the fiscal year ended December 31, 2006, in accordance with FAS
123(R)
for stock and option awards pursuant to Trustmark’s stock and incentive
compensation plans, and include amounts from awards granted in and
prior
to 2006, including 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
Trustmark’s audited financial statements for the fiscal year ended
December 31, 2006, included in Trustmark’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission on February 28,
2007.
|
(3)
|
Annual
cash bonuses earned under Trustmark’s management incentive plan are
reported in this table as “Non-Equity Incentive Plan Compensation.”
|
(4)
|
The
amounts in this column reflect the actuarial increase in the present
value
of the named executive officer’s accrued benefits under the Trustmark
Capital Accumulation Plan, previously known as the Pension Plan through
December 31, 2006, and Executive Deferral Plan, determined using
interest
rate and mortality rate assumptions consistent with those used in
Trustmark’s audited financial statements and includes amounts which the
named executive officer 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.
|
(6) | At December 31, 2006, Mr. Host was interim Principal Financial Officer. |
(7)
|
In
connection with Mr. Wasson’s separation from Trustmark on November 28,
2006, he received no portion of the non-equity incentive plan award
for
2006 or the equity incentive plan award for 2006 reported in the
Grants of
Plan-Based Awards table on page 19. Mr. Wasson forfeited 11,375 unvested
stock options granted under Trustmark’s stock and incentive compensation
plans with exercise prices ranging from $24.09 to $28.28 and 3,000
shares
of unvested restricted stock.
|
Company-
|
||||||||||||||||||||||||||||
Paid
|
||||||||||||||||||||||||||||
Airplane
|
Auto
|
Moving
|
Tax
Gross-Ups
|
Club
|
Earned
|
401(k)
|
Insurance
|
|||||||||||||||||||||
Allowance
|
Allowance
|
Expense
|
Reimbursements
|
Dues
|
Vacation
|
Match
|
Premiums
|
Total
|
||||||||||||||||||||
Name
|
($)(1)
|
($)
|
($)
|
($)
|
($)
|
($)(2)
|
($)
|
($)
|
($)
|
|||||||||||||||||||
Richard
G. Hickson
|
|
$
36,614
|
---
|
---
|
|
---
|
|
$
5,493
|
|
---
|
|
$
9,900
|
|
$
1,980
|
$
53,987
|
|||||||||||||
Gerard
R. Host
|
---
|
---
|
---
|
---
|
|
$
5,449
|
---
|
|
$
9,900
|
|
$
690
|
|
$
16,039
|
|||||||||||||||
Harry
M. Walker
|
---
|
---
|
---
|
---
|
|
$
5,448
|
---
|
|
$
9,900
|
|
$
1,290
|
|
$
16,638
|
|||||||||||||||
Duane
A. Dewey
|
---
|
---
|
---
|
---
|
|
$
5,498
|
---
|
|
$
9,900
|
|
$
450
|
|
$
15,848
|
|||||||||||||||
James
M. Outlaw, Jr.
|
---
|
|
$
7,500
|
|
$
10,059
|
|
$
3,617
|
---
|
---
|
|
$
9,900
|
|
$
690
|
|
$
31,766
|
|||||||||||||
Zach
L. Wasson
|
---
|
---
|
---
|
---
|
|
$
5,019
|
|
$
8,462
|
|
$
9,900
|
|
$
632
|
|
$
24,013
|
(1)
|
The
aggregate incremental cost of Mr. Hickson’s 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.
|
(2)
|
In
connection with Mr. Wasson’s separation from Trustmark, he received a lump
sum payment representing unused vacation days for 2006.
|
Estimated
Possible Payouts
Under
Non-Equity Incentive
Plan
Awards (1)
|
Estimated
Possible Payouts
Under
Equity Incentive
Plan
Awards (2)
|
All
Other
Stock
Awards:
|
All
Other
Option
Awards:
|
Exercise
|
Grant
Date
|
|||||||||||||||||||||||||||||
Name
|
Equity
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Number
of
Shares
of
Stock
or
Units
(#)
|
Number
of
Securities
Underlying
Options
(#)
|
or
Base
Price
of
Options
Awards
($)
|
Fair
Value
of
Stock
and
Option
Awards
($)(3)
|
|||||||||||||||||||||||
Richard
G. Hickson
|
2/1/2006
|
$
|
370,388
|
|
$
493,850
|
|
$
705,550
|
4,375
|
17,500
|
35,000
|
---
|
|
|
---
|
|
|
---
|
|
$
518,928
|
|||||||||||||||
Gerard
R. Host
|
2/1/2006
|
$
|
162,225
|
|
$
216,300
|
|
$
324,450
|
2,250
|
9,000
|
18,000
|
---
|
|
|
---
|
|
|
---
|
|
$
266,877
|
|||||||||||||||
Harry
M. Walker
|
2/1/2006
|
$
|
95,249
|
|
$
126,999
|
|
$
190,499
|
750
|
3,000
|
6,000
|
---
|
|
|
---
|
|
|
---
|
|
$
88,959
|
|||||||||||||||
Duane
A. Dewey
|
2/1/2006
|
$
|
92,294
|
|
$
123,059
|
|
$
184,589
|
750
|
3,000
|
6,000
|
---
|
|
|
---
|
|
|
---
|
|
$
88,959
|
|||||||||||||||
James
M. Outlaw, Jr.
|
2/1/2006
|
$
|
75,000
|
|
$
100,000
|
|
$
150,000
|
750
|
3,000
|
6,000
|
---
|
|
|
---
|
|
|
---
|
|
$
88,959
|
|||||||||||||||
Zach
L. Wasson
(4)
|
2/1/2006
|
$
|
66,000
|
|
$
88,000
|
|
$
132,000
|
750
|
3,000
|
6,000
|
---
|
|
|
---
|
|
|
---
|
|
$
88,959
|
(1)
|
The
amounts shown in these columns reflect the minimum possible payment
level
(threshold) under the award, which is 75% of the target amount shown,
and
the maximum possible payment under the award, which is 150% of the
target,
except for Richard G. Hickson, whose maximum cannot exceed his base
salary. All of these amounts are percentages of the individual’s 2006 base
salary as of March 1, 2006. The actual amount of the award earned
was
determined by the Human Resources Committee on February 15, 2007,
and was
paid shortly thereafter and is reported as Non-Equity Incentive Plan
Compensation in the Summary Compensation Table on page 18.
|
(2) |
Reflects
the number of performance-based restricted stock awards granted on
February 1, 2006, under the stock and incentive compensation
plans. The
awards vest based on the achievement of target percentages related
to
return on average equity (50%), with vesting up to and including
100%, and
total shareholder return (50%), with vesting up to and including
100%,
compared to a defined peer group. The performance period began January
1,
2006, and continues through December 31, 2008. In the event of the
executive’s death, disability, retirement at or after age 65, termination
by Trustmark without cause, termination by the executive for good
reason
or the occurrence of a change in control, partial vesting occurs
based on
return on average equity and total shareholder return through the
end of
the calendar quarter prior to such event. If a greater than 100%
vesting
level with respect to the return on average equity and total shareholder
return targets is achieved in the aggregate (with the maximum being
200%)
for the executive who remains employed for the entire performance
period,
an additional award of service-based restricted stock (excess shares)
will
be issued. The number of excess shares issued equals the number of
shares
awarded initially to that executive multiplied by the vesting percentage
over 100%. Any such awarded excess shares will vest on December 31,
2011.
Accelerated vesting of these excess shares may also occur based on
the
executive’s death, disability, retirement at or after age 65, termination
by Trustmark without cause, termination by the executive for good
reason
or the occurrence of 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.
|
(3)
|
The
amounts in this column reflect the grant date fair value of $29.65
per
share for the performance-based restricted stock awarded to each
executive
for 2006, computed in accordance with FAS 123(R). The amounts shown
in
this column do not reflect any excess shares that may be awarded
in the
future.
|
(4)
|
In
connection with Mr. Wasson’s separation from Trustmark, he forfeited his
non-equity and equity awards.
|
Option
Awards
|
|||||||||||||||||||
Equity
Incentive
|
|||||||||||||||||||
Plan
Awards:
|
|||||||||||||||||||
Number
of
|
Number
of
|
Number
of
|
|||||||||||||||||
Securities
|
Securities
|
Securities
|
|||||||||||||||||
Underlying
|
Underlying
|
Underlying
|
Option
|
||||||||||||||||
Unexercised
|
Unexercised
|
Unexercised
|
Exercise
|
Option
|
|||||||||||||||
Grant
Date
|
Options
|
Options
|
Unearned
Options
|
Price
|
Expiration
|
||||||||||||||
Name
|
(1)
|
(#
Exercisable)
|
(#
Unexercisable)
|
(#)
|
($)
|
Date
|
|||||||||||||
Richard
G. Hickson
|
5/12/1998
|
38,000
|
---
|
---
|
|
$
22.56
|
5/12/2008
|
||||||||||||
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
|
30,636
|
14,364
|
---
|
|
$
24.09
|
4/15/2013
|
|||||||||||||
4/20/2004
|
22,500
|
22,500
|
---
|
|
$
27.30
|
4/20/2014
|
|||||||||||||
273,636
|
36,864
|
|
|||||||||||||||||
Gerard
R. Host
|
5/12/1998
|
10,568
|
---
|
---
|
|
$
22.56
|
5/12/2008
|
||||||||||||
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
|
15,636
|
9,364
|
---
|
|
$
24.09
|
4/15/2013
|
|||||||||||||
4/20/2004
|
12,500
|
12,500
|
---
|
|
$
27.30
|
4/20/2014
|
|||||||||||||
105,815
|
21,864
|
|
|
||||||||||||||||
Harry
M. Walker
|
5/12/1998
|
10,568
|
---
|
---
|
|
$
22.56
|
5/12/2008
|
||||||||||||
5/11/1999
|
16,500
|
---
|
---
|
|
$
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
|
8,136
|
6,864
|
---
|
|
$
24.09
|
4/15/2013
|
|||||||||||||
4/20/2004
|
7,500
|
7,500
|
---
|
|
$
27.30
|
4/20/2014
|
|||||||||||||
5/10/2005
|
3,000
|
12,000
|
---
|
|
$
28.28
|
5/10/2012
|
|||||||||||||
100,704
|
26,364
|
|
|
||||||||||||||||
Duane
A. Dewey
|
8/25/2003
|
7,500
|
2,500
|
---
|
|
$
26.52
|
8/25/2013
|
||||||||||||
4/20/2004
|
7,500
|
7,500
|
---
|
|
$
27.30
|
4/20/2014
|
|||||||||||||
5/10/2005
|
3,000
|
12,000
|
---
|
|
$
28.28
|
5/10/2012
|
|||||||||||||
18,000
|
22,000
|
|
|
||||||||||||||||
James
M, Outlaw, Jr.
|
5/12/1998
|
3,500
|
---
|
---
|
|
$
22.56
|
5/12/2008
|
||||||||||||
5/11/1999
|
4,500
|
---
|
---
|
|
$
22.78
|
5/11/2009
|
|||||||||||||
5/9/2000
|
5,000
|
---
|
---
|
|
$
18.06
|
5/9/2010
|
|||||||||||||
5/8/2001
|
7,500
|
---
|
---
|
|
$
21.68
|
4/8/2011
|
|||||||||||||
4/9/2002
|
6,500
|
---
|
---
|
|
$
25.46
|
4/9/2012
|
|||||||||||||
4/15/2003
|
4,875
|
1,625
|
---
|
|
$
24.09
|
4/15/2013
|
|||||||||||||
4/20/2004
|
3,750
|
3,750
|
---
|
|
$
27.30
|
4/20/2014
|
|||||||||||||
5/10/2005
|
1,500
|
6,000
|
---
|
|
$
28.28
|
5/10/2012
|
|||||||||||||
37,125
|
11,375
|
|
|||||||||||||||||
Zach
L. Wasson (2)
|
---
|
---
|
---
|
---
|
---
|
---
|
(1)
|
Non-qualified
stock options granted prior to 2005 under the 1997 Long-Term Incentive
Plan become exercisable in four equal installments on each annual
anniversary of the grant date. Incentive stock options granted under
this
plan become 100% vested at the end of four years. Non-qualified stock
options granted May 10, 2005, under the 2005 Stock and Incentive
Compensation Plan, become exercisable in five equal installments
on the
annual anniversary of the grant date. No incentive stock options
have been
granted under this plan.
|
(2)
|
At
December 31, 2006, Mr. Wasson held no options outstanding. In connection
with his separation from Trustmark on November 28, 2006, Mr. Wasson
exercised all of his vested options, and all unvested options were
forfeited at separation.
|
|
Stock Awards
|
|||||||||||||||
Name
|
Grant
Date
|
Number
of Shares
or Units of Stock That
Have
Not Vested
(#)
|
Market
Value of Shares
or Units of Stock That
Have
Not Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of Unearned
Shares, Units
or
Other Rights That
Have
Not Vested
(#)(1)
|
Equity
Incentive
Plan
Awards:
Market
or Payout Value
of
Unearned
Shares,
Units or Other Rights That
Have
Not Vested
($)(2)
|
|||||||||||
Richard
G. Hickson
|
5/10/2005
|
---
|
---
|
17,423
|
|
$
569,906
|
|
|||||||||
|
2/1/2006
|
---
|
---
|
17,500
|
|
|
$
572,425
|
|
||||||||
|
34,923
|
|
$
1,142,331
|
|
||||||||||||
Gerard
R. Host
|
5/10/2005
|
---
|
---
|
8,902
|
|
$
291,184
|
|
|||||||||
|
2/1/2006
|
---
|
---
|
9,000
|
|
$
294,390
|
|
|||||||||
17,902
|
|
$
585,574
|
|
|||||||||||||
Harry
M. Walker
|
2/1/2006
|
---
|
---
|
3,000
|
|
$
98,130
|
|
|||||||||
Duane
A. Dewey
|
2/1/2006
|
---
|
---
|
3,000
|
|
$
98,130
|
|
|||||||||
James
M. Outlaw, Jr.
|
2/1/2006
|
---
|
---
|
3,000
|
|
$
98,130
|
|
|||||||||
Zach
L. Wasson (3)
|
---
|
---
|
---
|
---
|
|
---
|
|
(1)
|
For
stock granted May 10, 2005, this column reflects the number of
performance-based restricted stock awards granted under the 2005
Stock and
Incentive Compensation Plan. The awards vest based on achievement
of
return on average equity (ROAE) targets, with the vesting up to and
including 100% based on ROAE, and total shareholder return (TSR)
targets,
with vesting up to and including 100% based on TSR, compared to a
group of
peer financial institutions over an April 1, 2005 through December
31,
2007 performance period provided the awardee remains employed through the
end of the performance period. Partial time-weighted performance
vesting
occurs based on ROAE and TSR through the end of the calendar quarter
prior
to an executive’s death, disability, termination by Trustmark without
cause or termination by the employee for good reason or the occurrence
of
a change in control. If a greater than 100% vesting level with respect
to
the ROAE 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 service-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 over 100%.
Any such
awarded excess shares will vest on the earlier of the date of the
shareholders’ meeting in 2010 or May 31, 2010. Accelerated vesting of
these excess shares may also occur based on an executive’s death,
disability, termination by Trustmark without cause or termination
by the
executive for good reason or the occurrence of a change in control.
The
amounts shown in this column do not reflect any excess shares that
may be
awarded in the future. Dividends on the initial performance-based
restricted stock awards are accumulated and will vest and be paid
when and
to the extent the initial performance-based restricted stock vests.
Dividends on any excess shares issued will be accumulated and will
vest
and be paid when and to the extent the excess shares vest. For stock
granted February 1, 2006, see footnote (2) to the Grants of Plan-Based
Awards for 2006 table on page 19 for discussion of the vesting schedule
of
these performance-based restricted stock awards.
|
(2)
|
Value
of Unearned Shares is the number of shares multiplied by the closing
market price of Trustmark’s common stock on December 31, 2006, which was
$32.71 per share.
|
(3)
|
At
December 31, 2006, Mr. Wasson held no unvested stock awards. In connection
with his separation from Trustmark in November 2006, all of Mr. Wasson’s
unvested stock awards were forfeited.
|
Options
Awards
|
Stock
Awards
|
||||||||||||
Name |
Number
of Shares
Acquired
on Exercise
(#)
|
Value
Realized on
Exercise
($)(1)
|
Number
of Shares
Acquired
on Vesting
(#)
|
Value
Realized
on Vesting
($)
|
|||||||||
Richard
G. Hickson
|
11,440
|
|
$
212,998
|
|
---
|
---
|
|||||||
Gerard
R. Host
|
440
|
|
$
8,086
|
|
---
|
---
|
|||||||
Harry
M. Walker
|
440
|
|
$
8,086
|
|
---
|
---
|
|||||||
Duane
A. Dewey
|
---
|
|
---
|
|
---
|
---
|
|||||||
James
M. Outlaw, Jr.
|
---
|
|
---
|
|
---
|
---
|
|||||||
Zach
L. Wasson
|
37,125
|
|
$ 333,312
|
|
---
|
---
|
Name
|
Plan
Name
|
Number
of Years
Credited
Service
(#)(1)
|
Present
Value of
Accumulated
Benefit
($)(2)(3)
|
Payments
During
Last
Fiscal Year
($)
|
Richard G. Hickson | Trustmark Capital Accumulation Plan |
10
|
$
196,545
|
---
|
Executive Deferral Plan |
9
|
$
2,316,235
|
---
|
|
Gerard R. Host | Trustmark Capital Accumulation Plan |
23
|
$
170,856
|
---
|
Executive Deferral Plan |
14
|
$
669,231
|
---
|
|
Harry
M. Walker
|
Trustmark Capital Accumulation Plan |
36
|
$
259,776
|
---
|
Executive Deferral Plan |
14
|
$
719,595
|
---
|
|
Duane A. Dewey | Trustmark Capital Accumulation Plan |
3
|
$
21,427
|
---
|
Executive Deferral Plan |
3
|
$
104,449
|
---
|
|
James M. Outlaw, Jr. | Trustmark Capital Accumulation Plan |
11
|
$
104,340
|
---
|
Executive Deferral Plan |
8
|
$
303,796
|
---
|
|
Zach L. Wasson | Trustmark Capital Accumulation Plan |
17
|
$
140,028
|
---
|
Executive Deferral Plan |
7
|
$
265,821
|
---
|
(1)
|
The
following information reflects the actual years of service with Trustmark
for each named executive officer: Hickson - 9, Host - 22, Walker
- 34,
Dewey - 3, Outlaw - 10, Wasson - 19.
|
(2)
|
Includes
amounts which the named executive officer may not currently be entitled
to
receive because such amounts are not vested.
|
(3)
|
The
Present Value of Accumulated Benefit values are 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, 2006.
|
Name
|
Annual
Benefit
|
|||
Richard
G. Hickson
|
|
$
300,000
|
||
Gerard
R. Host
|
|
$
150,000
|
||
Harry
M. Walker
|
|
$
125,000
|
||
Duane
A. Dewey
|
|
$
100,000
|
||
James
M. Outlaw, Jr.
|
|
$
75,000
|
||
Zach
L. Wasson
|
|
$
52,500
|
Name
|
Executive
Contributions
in
Last
Fiscal Year
($)(1)
|
Registrant
Contributions in
Last
Fiscal Year
($)
|
Aggregate
Earnings
in
Last
Fiscal Year
($)
|
Aggregate
Withdrawls/
Distributions
($)
|
Aggregate
Balance
at
Last Fiscal
Year-End
($)
|
|||||||||||
Richard
G. Hickson
|
|
$
137,550
|
---
|
|
$
253,669
|
---
|
|
$
2,316,111
|
||||||||
Gerard
R. Host
|
|
$
185,514
|
---
|
|
$
156,667
|
---
|
|
$
1,439,906
|
||||||||
Harry
M. Walker
|
---
|
---
|
|
$
5,355
|
|
$
30,778
|
|
$
35,843
|
||||||||
Duane
A. Dewey
|
|
$
25,904
|
---
|
|
$
11,127
|
---
|
|
$
91,775
|
||||||||
James
M. Outlaw, Jr.
|
|
$
19,102
|
---
|
|
$
16,405
|
---
|
|
$
120,653
|
||||||||
Zach
L. Wasson
|
|
$
10,000
|
---
|
|
$
4,708
|
---
|
|
$
37,146
|
(1)
|
All
amounts for each named executive officer are reported as 2006 salary
in
the Summary Compensation Table on page 18.
|
Non-CIC
|
CIC
|
|||||||||
Name
|
Incremental
Compensation and Benefit Payments
|
Termination
by
Company
Without
Cause or for
Good Reason under Employment
Agreement
|
Termination
by
Company
Without
Cause or for
Good Reason under Employment
Agreement
|
|||||||
Richard
G. Hickson
|
Severance
|
---
|
|
$ 1,163,068
|
||||||
Covenant
Payment
(1)
|
|
|
$ 2,326,136
|
|
$
2,326,136
|
|||||
Stock
Options -Accelerated
Vesting
(2)(3)
|
|
---
|
|
$
245,536
|
||||||
Restricted
Stock -Accelerated
Vesting
(2)(3)(4)(5)
|
|
|
$
553,476
|
|
$
553,476
|
|||||
Executive
Deferral
Plan (6)(7)
|
|
---
|
|
$
257,359
|
||||||
Health
& Welfare
Benefits
(8)
|
|
---
|
---
|
|||||||
Totals
|
|
$ 2,879,612
|
|
$
4,545,575
|
||||||
Gerard
R. Host
|
Severance
|
---
|
|
$
580,942
|
||||||
Covenant
Payment
(1)
|
|
|
$
580,942
|
|
$
580,942
|
|||||
Stock
Options -Accelerated
Vesting
(2)(3)
|
|
---
|
|
$
148,336
|
||||||
Restricted
Stock -Accelerated
Vesting
(2)(3)(4)(5)
|
|
|
$
283,429
|
|
$
283,429
|
|||||
Executive
Deferral
Plan (6)(7)
|
|
---
|
---
|
|||||||
Health
& Welfare
Benefits
(9)
|
|
---
|
|
$
3,089
|
||||||
Totals
|
|
$
864,371
|
|
$
1,596,738
|
||||||
Harry
M. Walker
|
Severance
|
---
|
|
$
408,543
|
||||||
Covenant
Payment
(1)
|
|
|
$
408,543
|
|
$
408,543
|
|||||
Stock
Options -Accelerated
Vesting
(2)(3)
|
|
---
|
|
$
152,896
|
||||||
Restricted
Stock -Accelerated
Vesting
(2)(3)(4)(5)
|
|
|
$
32,710
|
|
$
32,710
|
|||||
Executive
Deferral
Plan (6)(7)
|
|
---
|
---
|
|||||||
Health
& Welfare
Benefits
(9)
|
|
---
|
|
$
2,875
|
||||||
Totals
|
|
$
441,253
|
|
$
1,005,567
|
||||||
Duane
A. Dewey
|
Severance
|
---
|
---
|
|||||||
Covenant
Payment
|
---
|
---
|
||||||||
Stock
Options -Accelerated
Vesting
(2)(3)
|
|
---
|
|
$
109,223
|
||||||
Restricted
Stock -Accelerated
Vesting
(2)(3)(4)(5)
|
|
|
$
32,710
|
|
$
32,710
|
|||||
Executive
Deferral
Plan (6)(7)
|
|
---
|
|
$
174,082
|
||||||
Health
& Welfare
Benefits
|
---
|
---
|
||||||||
Totals
|
|
$
32,710
|
|
$
316,015
|
||||||
James
M. Outlaw, Jr.
|
Severance
|
---
|
---
|
|||||||
Covenant
Payment
|
---
|
---
|
||||||||
Stock
Options -Accelerated
Vesting
(2)(3)
|
|
---
|
|
$
60,875
|
||||||
Restricted
Stock -Accelerated
Vesting
(2)(3)(4)(5)
|
|
|
$
32,710
|
|
$
32,710
|
|||||
Executive
Deferral
Plan (6)(7)
|
|
---
|
|
$
75,949
|
||||||
Health
& Welfare
Benefits
|
---
|
---
|
||||||||
Totals
|
|
$
32,710
|
|
$
169,534
|
(1)
|
Payments
pursuant to each named executive officer’s respective employment agreement
in consideration of the executive’s covenants relating to confidentiality
and two-year non-solicitation and non-competition commitments.
|
(2)
|
Under
a change in control without termination, the executive is entitled
to the
acceleration of his unvested stock options and a pro-rata portion,
based
on actual performance to date, of any unvested restricted stock.
The value
of stock options is based on the spread between the assumed fair
market
value of $32.71 per share as of December 31, 2006, and the applicable
exercise price for each option. The value of the restricted stock
is also
based on the assumed fair market value upon vesting of $32.71 as
of
December 31, 2006.
|
(3)
|
Upon
a change in control without termination of employment, the executive
is
entitled to accelerated vesting of unvested stock options and a pro-rata
portion, based on actual performance to date, of his unvested restricted
stock. No other incremental compensation or benefits are payable
in such
change in control event.
|
(4)
|
For
awards granted after 2005, upon retirement at age 65 or older, the
executive is entitled to the acceleration of a pro-rata portion,
based on
actual performance to date, of his unvested restricted stock.
|
(5)
|
Upon
death or disability, the executive is entitled to the acceleration
of a
pro-rata portion, based on actual performance to date, of his unvested
restricted stock.
|
(6)
|
Upon
death, an incremental death benefit may be payable to the executive’s
beneficiary under the Executive Deferral Plan.
|
(7)
|
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 ten 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. Mr. Hickson was awarded one additional year of service
for
purposes of this calculation. Messrs. Host and Walker were already
fully
vested as of December 31, 2006, and did not receive any incremental
benefit from this provision. Mr. Dewey was awarded five additional
years
of service, and Mr. Outlaw was awarded two additional years of service.
|
(8)
|
Mr.
Hickson was not covered during 2006 by any Trustmark health and welfare
benefit programs.
|
(9)
|
Executive
is entitled to twelve months of continuous health and welfare benefit
payments upon a change in control.
|
(1)
|
Audit
Fees - Audit fees include fees for professional services in connection
with the audit of Trustmark’s 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 2006 and 2005
were
$650,338 and $642,760, respectively.
|
(2)
|
Audit-Related
Fees - Audit-related fees include fees for professional services
in
connection with audits of benefit plans and acquisition consultation.
Audit-related fees for 2006 and 2005 were $27,040 and $19,000,
respectively.
|
(3)
|
Tax
Fees - Tax fees include fees for professional services rendered in
connection with tax compliance. KPMG did not provide any tax services
during 2006 or 2005.
|
(4)
|
All
Other Fees - KPMG did not bill Trustmark for other fees during 2006
or
2005.
|
Cumulative
Voting Instructions/Comments:
|
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 on-line, have the proxy card
in hand,
access the website above, and follow the instructions given.
|
||
P.O.
BOX 291
Jackson, MS 39205-0291
|
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 e-mail 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
ADP, 51 Mercedes Way, Edgewood, NY 11717.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
TRUST1
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH
AND
RETURN THIS PORTION ONLY
|
1.
|
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.
|
For
All
|
Withhold
All
|
For
All
Except
|
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:
|
||||
|
Nominees:
01)
J. Kelly
Allgood
02)
Reuben V.
Anderson
03)
Adolphus
B. Baker
04)
William
C. Deviney, Jr.
05)
C. Gerald
Garnett
06)
Daniel A.
Grafton
|
07)
Richard
G. Hickson
08)
John M.
McCullouch
09)
Richard
H. Puckett
10)
R.
Michael Summerford
11)
Kenneth
W. Williams
12)
William
G. Yates, Jr.
|
o o
o
|
____________________________
|
|||||
2.
|
To
transact
such other business as may properly come before the meeting.
|
||||||||
Instruction
for Cumulative Voting for Directors: To cumulate votes for
directors, do NOT mark "For All", "Withold 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.
|
o
|
||||||||
Please indicate if you plan to attend this meeting. |
o o
Yes
No
|
||||||||
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |