UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)

Check the appropriate box:

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):

Notice of Annual Meeting of Shareholders

The 20212022 Annual Meeting of Shareholders of Trustmark Corporation (Trustmark) will be held as follows:

DATE AND TIME

Tuesday, April 27, 2021,26, 2022, at 1:00 p.m. CT

VIRTUAL ATTENDANCE

Due toTo facilitate shareholder participation, and in light of the public health impactongoing effects of the COVID-19 pandemic, the Annual Meeting will be held virtually. You will be able to attend, vote and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TRMK2021TRMK2022 and entering the 16-digit control number printed in the box marked by the arrow on your proxy card or printed on your voting instruction form, notice of internet availability of proxy materials, or email previously received.

ITEMS OF BUSINESS

RECORD DATE

Shareholders of record on March 1, 2021,2022, are entitled to notice of and to vote at the Annual Meeting.

PROXY VOTING/REVOCATION

Your vote is important. You are urged to vote your shares as soon as possible, whether or not you plan to attend the meeting. Please vote your shares in one of the following ways:

Granville Tate, Jr.

Secretary

March 15, 202114, 2022

				Trustmark Corporation P. O. Box 291 Jackson, Mississippi 39205

March 15, 202114, 2022

Dear Shareholder:

On behalf of your Board of Directors, we cordially invite you to attend Trustmark’s Annual Shareholders’ Meeting on April 27, 2021,26, 2022, at 1:00 p.m. CT. Due to the public health impact of the COVID-19 pandemic, the meeting will be held virtually. At the meeting, you will have the opportunity to elect twelve11 directors who bring diverse perspectives and valuable leadership skills to Trustmark. Their guidance will enable us to successfully compete in an evolving industry and continue our steadfast commitment to the customers, associates, shareholders and communities we have the privilege of serving. Your vote is important to us. The proposals to be considered are described in this proxy statement, and instructions on how to vote your shares may be found on page 4. We encourage you to vote your shares in advance of the meeting to ensure the presence of a quorum.

This past year has been an extremely challenging time for everyone. The effects ofWhile the COVID-19 pandemic significantly impactedcontinued to impact the ways in which we live, work, and interact with one another. As an essential business inanother, it did not alter our ability to provide the communities we serve,financial solutions our associates quickly adaptedcustomers have come to expect from Trustmark. We implemented additional health and found new wayssafety measures to serveensure the well-being of our customers and meet their financial needs during these unprecedented times.associates. We also utilized technology to facilitate virtual meetings and implemented a secure and efficient remote work alternative for our associates. Customers embraced the convenience and flexibility of our robust digital banking platforms,applications, as well as our expanded ATM/ITM network. They also appreciated the ability to meet face-to-face, utilizing our physical branch network for advice and many associates transitioned to a remote work environment. While not without challenges, our associates never missed a beat. We also leveraged investments in technology and learned lessons that have strengthened the organization.consultation.

During 2020,2021, we continued to build upon and expand customer relationships as reflected by solid growthperformance in our banking, mortgage banking, wealth management and insurance businesses. Net income and diluted earnings per share reachedremained strong following record levels attained in 2020, and we continued investments to enhance our franchise and competitive position. We also returned capital to shareholders through consistent quarterly dividends and we made significant contributions to strengthen our communities. Looking forward, we remain focused on providing the financial services and advice our customers have come to expect while building long-term value for our shareholders.

We invite you to review our Form 10-K and our 20202021 Year in Review, both of which are available at investorrelations. trustmark.cominvestorrelations.trustmark.com or in hard copy upon request. These documents will provide more detailed information about your company.

Thank you for your continued support of Trustmark and your participation in this important process.

Sincerely,

Sincerely,
Gerard R. Host				Duane A. Dewey
Executive Chairman				President and Chief Executive Officer

TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. Please read the entire proxy statement carefully before voting as this is only a summary.

Information About the 20212022 Annual Meeting

Proposals

Financial Highlights - 2020– 2021

Corporate Governance Highlights

GENERAL INFORMATION

Introduction

Trustmark Corporation (Trustmark) is holding its 20212022 Annual Meeting of Shareholders (the Annual Meeting) on Tuesday, April 27, 2021.26, 2022. This proxy statement is being sent on or about March 15, 2021,14, 2022, in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting and at any adjournment or postponement thereof.

Trustmark is furnishing this proxy statement over the Internet to most shareholders. These shareholders will not receive printed copies of the proxy statement and proxy card, and instead will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials, please see “Availability of Proxy Materials” on page 4750 for additional information.

Meeting Date and Time

The Annual Meeting will be held in a virtual-only format on Tuesday, April 27, 2021,26, 2022, at 1:00 p.m. CT. Due to the public health impactIn light of the COVID-19 pandemic and so that we may supportongoing effects of the health and well-being of our associates, shareholders and the community,COVID-19 pandemic, the Board has directed that the Annual Meeting be held virtually to allow remote participation by shareholders at the Annual Meeting. To attend the meeting virtually and to vote and submit questions during the Annual Meeting, you may visit www.virtualshareholdermeeting.com/TRMK2021TRMK2022 and enter the 16-digit control number printed in the box marked by the arrow on your proxy card or printed on your voting instruction form, noticeNotice of internet availabilityInternet Availability of proxy materials,Proxy Materials, or email previously received.

Shareholders Entitled to Vote

Shareholders of record at the close of business on March 1, 2021,2022, are entitled to notice of and to vote at the Annual Meeting. On the record date, Trustmark had outstanding 63,537,43161,517,859 shares of common stock.

Required Vote

A majority of the shares outstanding and entitled to vote constitutes a quorum to transact business at the Annual Meeting. Each share is entitled to one vote on each proposal.

The required vote for each proposal is as follows:

While abstentions and broker non-votes 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.

Applicable rules determine whether proposals presented at shareholder meetings are considered routine or non-routine. If a proposal is considered routine, a bank, broker or other holder of record which holds shares for an owner in street name generally may vote on the proposal without receiving voting instructions from the beneficial owner. If a proposal is non-routine, the bank, broker or other holder of record generally may vote on the proposal only if the beneficial owner has provided voting instructions. A “broker non-vote” occurs when a broker or other entity returns a signed proxy card but does not vote shares on a particular proposal because the proposal is not a routine matter and the broker or other entity has not received voting instructions from the beneficial owner of the shares. The ratification of the selection of Crowe as independent auditor is considered a routine matter, while the other proposals, i.e., the election of directors, and the advisory vote to approve Trustmark’s executive compensation and the amendment of the Plan, are considered non-routine matters.

All valid proxies received by Trustmark will be voted in accordance with the instructions indicated in such proxies. As noted above, if you hold your shares through a bank, broker or other holder of record and you do not give voting instructions, your bank, broker or other record holder of the shares is not permitted to vote your shares on any proposal other than Proposal 3,4, which is the only routine proposal on the agenda. If no instructions are indicated in an otherwise properly executed proxy, it will be voted FOR each director nominee named in Proposal 1, FOR advisory approval of Trustmark’s executive compensation in Proposal 2, FOR approval of the amendment of the Plan to increase the number of authorized shares that may be issued under the Plan and to update the Plan’s provisions addressing dividends and dividend equivalents in Proposal 3, FOR ratification of the selection of Crowe as independent auditor in Proposal 34 and on all other matters in accordance with the recommendations of the Board.

How to Vote

Shareholders of record can vote at the Annual Meeting or by proxy without attending the Annual Meeting.

To vote by proxy:

If you hold your shares through a bank, broker or other holder of record, your bank, broker or other holder of record will provide you with materials and instructions for voting your shares. If you hold your shares through a bank, broker or other holder of record, and you plan to vote your shares at the Annual Meeting, you should complete the voting instructions form that the bank, broker or other holder of record will provide to you or use the telephone or Internet voting arrangements described on the voting instructions form or other materials that the bank, broker or other holder of record will provide to you.

You will receive multiple Notices of Internet Availability or printed copies of the proxy materials if you hold your shares in different ways (e.g., individually, by joint tenancy, through a trust or custodial account, etc.) or in multiple accounts. Please vote the shares represented by each Notice of Internet Availability or proxy card you receive to ensure that all of your shares are voted.

Revoking Your Proxy

If you are a shareholder of record, you may revoke your proxy at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering written notice to the Secretary at or prior to the Annual Meeting or by timely delivery to the Secretary of a subsequently dated proxy card or by submitting a later vote by Internet or smartphone (instructions are on the Notice of Internet Availability or the proxy card). In the case of multiple submissions regarding the same shares, the proxy with the latest date will be counted. The address for the Secretary is c/o Trustmark Corporation, Post Office Box 291, Jackson, MS 39205.

If you hold your shares through a bank, broker or other holder of record, your ability to revoke your proxy depends on the voting procedures of the bank, broker or other holder of record. Please follow the directions provided to you by your bank, broker or other holder of record.

Voting on Other Matters

The Board 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.

CORPORATE GOVERNANCE

Overview

Trustmark’s governance structure enables the Board to effectively and efficiently address key, specific issues such as business growth, human capital, enterprise risk management and technology, among others. This is accomplished through five standing Board committees and through the effective utilization of the directors’ combined wisdom and diverse experience and business knowledge.

Director Attendance at the Annual Meeting

Directors are expected to attend the annual meeting of shareholders,Annual Meeting, and in 2020,2021, all of our directors were present at the annual meeting.meeting of shareholders.

Director Independence

The Board has determined that the following current directors and director nominees are “independent directors” (within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules):

In conjunction with these independence determinations, the Board considered certain relationships, including through family members and business affiliates, that (i) Messrs. Brown and Puckett, General Collins, Dr. Hays, Mrs. Conerly and Ms. Cooley have as customers of the Bank’s subsidiary, Fisher Brown Bottrell Insurance, Inc. (Fisher Brown Bottrell), a subsidiary of Trustmark National Bank (the Bank), and (ii) Messrs. Baker, Brown, Eduardo and Puckett, General Collins and Dr. Hays have as customers of the wealth management and trust services division of the Bank. The Board also noted that a number of directors, including through business affiliates, have customer relationships with the Bank in the form of routine deposit, credit card and/or loan products in the ordinary course. In each case, the Board concluded that the business relationship did not interfere with the individual’s ability to exercise independent judgment as a director of Trustmark.

Board Leadership

Under Trustmark’s governance guidelines, which are contained in the Board Charter, the Board has the responsibility to determine the most appropriate leadership structure for the company, including whether it is best for the company at a given point in time for the roles of Board Chairman and CEO to be separate or combined.

Trustmark maintained separate Board Chairman and CEO positions from 2011 until 2020. Following the retirement of the prior Board Chairman at the 2020 annual meeting of shareholders, Trustmark combined the roles of Board Chairman and CEO in order to facilitate a smooth and seamless transition of both Board and executive leadership, consistent with Trustmark’s ongoing succession process. Mr. Host served as Board Chairman and CEO through December 31, 2020. During this period of transition, the Board determined that Trustmark would benefit from Mr. Host occupying both roles while leading the Board in its oversight function and consideration of broader corporate strategy. On January 1, 2021, Mr. Dewey succeeded Mr. Host as CEO of Trustmark and the Bank, with Mr. Host becoming Executive Chairman of Trustmark and the Bank. In his role as CEO, Mr. Dewey manages the overall operations of Trustmark and the Bank and is responsible for the execution of Trustmark’s corporate strategy under the Board’s oversight. In his role as Executive Chairman, Mr. Host focuses on issues involving board governance, corporate strategy, corporate development, investor relations, industry engagement and civic leadership. The Board believesBoard’s appointment of Mr. Host’s long tenure provides him with valuable insights regarding Trustmark’s business, which enable himHost as Executive Chairman was part of its overall management succession plan and has allowed Mr. Host to offerprovide strategic advice and guidance into Mr. Dewey based on his rolelong tenure with Trustmark. Following the Annual Meeting, Mr. Host will serve as Executivenon-executive Board Chairman.

Trustmark’s Board Charter and Bylaws provide that if the Board Chairman and CEO positions are occupied by the same individual or if the Board Chairman is otherwise not independent, an independent director shall serve as ChairmanChair of the Executive Committee as well as the Board’s Lead Director. Accordingly,Mr. Host is not considered to be independent due to his prior tenure as CEO and current executive responsibilities. Mr. Puckett has served as the ChairmanChair of the Executive Committee and Lead Director since the 2020 annual meeting of shareholders. The Lead Director’s responsibilities include (i) chairing meetings and executive sessions of the independent directors, Executive Committee and meetings on matters for which the Board Chairman recuses himself and other meetings in the Board Chairman’s absence, (ii) coordinating with the Board Chairman to develop Board meeting agendas and schedules, (iii) communicating with and advising the Board Chairman, (iv) referring to the appropriate Board committee any issue brought to his attention by shareholders, directors or others, (v) serving as the primary communicator between the independent directors and the CEO and (vi) providing an alternative communication channel for all directors, including non-executive directors. The Board believes an independent Lead Director serves an important function in providing independent leadership of the Board and strengthening the Board’s oversight of Trustmark’s business. The Board Charter is posted at investorrelations.trustmark.com.

Committees of the Board of Directors

There are five standing Board committees: Audit & Finance, Enterprise Risk, Executive, Human Resources and Nominating. All of these Board committees, other than the Nominating Committee, are joint committees of the Board and the Bank Board. The Audit & Finance, Human Resources and Nominating committees are comprised solely of independent directors and otherwise satisfy the requirements applicable to such committees under Nasdaq listing standards.

The role and responsibilities of the Audit & Finance Committee are described in greater detail in its Charter, which is posted at investorrelations.trustmark.com.

Enterprise Risk Committee

The Enterprise Risk Committee is responsible for monitoring risks that are being taken by Trustmark. The Committee’s responsibilities include:

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’s responsibilities include:

The role and responsibilities of the Executive Committee are described in greater detail in its Charter, which is posted at investorrelations.trustmark.com.

Human Resources Committee

The Human Resources Committee is responsible for overseeing the development of a program to compensate Trustmark’s management in accordance with Trustmark’s compensation philosophy and objectives. The Committee also ensures that appropriate policies and practices are in place to facilitate the development of management talent and orderly CEO succession. In fulfilling its role, the Committee’s responsibilities include:

All members of the Committee during 20202021 and currently are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the Exchange Act), “outside directors” within the meaning of

Nominating Committee

The Nominating Committee is charged with assisting the Board by identifying individuals qualified to become Board members. In fulfilling its role, the Committee’s responsibilities include:

The Nominating Committee Charter is posted at investorrelations.trustmark.com.

Board Oversight of Risk Management

Trustmark believes that its governance and leadership structures allow the Board to provide effective risk oversight. In addition to the reports from the Enterprise Risk Committee, Trustmark’s directors receive and discuss regular reports prepared by Trustmark’s senior management, including the CFO, Chief Credit and theOperations Officer, and Chief Risk Officer. Through these reports, Trustmark’s directors receive information on areas of material risk to the company, including credit, liquidity, market/interest rate, compliance, operational, technology, strategic, financial and reputational risks. These reports enable Trustmark’s directors to understand the risk identification, risk management and risk mitigation strategies employed by Trustmark’s management and the Enterprise Risk Committee. Since the first quarter of 2020, Trustmark’s directors have been receiving regular updates and reports from Trustmark’s senior management regarding various risks associated with the COVID-19 pandemic, including credit, liquidity, market/interest rate, and operational risk.

The Board and the Enterprise Risk Committee will request supplemental reports from Trustmark’s management with regard to risk management and risk mitigation strategies as appropriate. This reporting and governance structure ensures that information from the Enterprise Risk Committee, the other committees of the Board and the Bank Board, and management is analyzed and reported to the Board, and enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

As part of its overall oversight of risk management, the Board provides oversight of management’s efforts to address cybersecurity risk by receiving periodic reports at meetings of the Enterprise Risk Committee, Audit & Finance Committee and Executive Committee, as well as presentations at the Board level. These reports to the Board and its Committees address the threat environment, vulnerability assessments, specific cyber incidents and management’s efforts to monitor, detect and prevent cyber threats.

Committee Membership

The following table shows, for 2020,2021, the membership of each committee and the number of meetings held by each committee during the year:

Pursuant to Trustmark’s Whistleblower Procedures, any violations of law or complaints or concerns regarding accounting or auditing matters should be reported to (i) Trustmark’s independent online reporting center at www.reportlineweb.com/trustmark,www.trustmark.ethicspoint.com, (ii) Trustmark’s independent hotline at 1-866-979-3769, or (iii) Trustmark’s Ethics Committee Chair at 601-208-6867. Complaints will be investigated by Trustmark’s General CounselChief Administrative Officer and Director of Audit and reported to the Audit & Finance Committee.

Nomination of Directors

Nominations for election to the Board may be made by or on behalf of the Board or by any shareholder of any outstanding class of capital stock of Trustmark entitled to vote in the election of directors at an annual meeting.

Nominations other than those made by or on behalf of the Board must be made in accordance with procedures set forth in Trustmark’s bylaws. These procedures require that such nominations be in writing and that they be delivered or mailed to Trustmark’s Chairman and received (a) not less than 60 days nor more than 90 days prior to the first anniversary of the mailing date of Trustmark’s proxy statement in connection with the last annual meeting of shareholders, or (b) if no annual meeting was held in the prior year or the date of the annual meeting has been changed by more than 30 days from the date of the prior year’s annual meeting, not less than 90 days before the date of the annual meeting. The bylaws also require that such notification contain the following information 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, (e) the number of shares of capital stock of Trustmark owned by the notifying shareholder, (f) such other information regarding such proposed nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the proposed nominee been nominated by the Board, (g) a representation that the notifying shareholder is the owner of shares entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the proposed nominee, and (h) the written consent of each proposed nominee to serve as a director of Trustmark if so elected.

Nominations not made in accordance with the above bylaw procedure may be disregarded by the Chairman of the annual meeting at his discretion, and upon his instruction, all votes cast for each such nominee may be disregarded.

Trustmark’s bylaws permit direct nominations by shareholders. Therefore, the Nominating Committee does not have a policy for considering nominations by shareholders other than through the bylaw 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 individual’s name to the Nominating Committee by email to boardofdirectors@trustmark.com, or in writing addressed to Trustmark Corporation Nominating Committee, Post Office Box 291, Jackson, MS 39205 or by email to boardofdirectors@trustmark.com.39205. In order to give the Nominating Committee adequate time to consider any such individual for nomination as a director at the 20222023 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2021.2022. 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.

Environmental, Social and Governance/Corporate Social Responsibility (ESG/CSR)

Trustmark believes that a company’s commitment to corporate social responsibility is committedmeasured by its sustainability, environmental, and societal impact. These factors are critical to fulfillinglong-term business viability. Trustmark understands that a company’s performance must be measured not only by shareholder returns, but also by how it achieves ESG/CSR objectives. The company employs a Director of Corporate Social Responsibility to monitor the continuing effectiveness of its responsibilities to its associates, customers, communities and shareholders. Trustmark believes building strong customer relationships is the result of knowing its customers and supporting its communities.program. Robust community engagement, volunteerism,informed policies and procedures, and responsible philanthropy are some of the ways in which Trustmark continues to serve its communities. Trustmark is also committed to diversitycommunities and social inclusion throughout the organizationworkforce.

CSR Engagement and supports practices that encourage environmental sustainability. Investment.In furtherance of these commitments, Trustmark appointed a Director of Corporate Social Responsibility in 2020 to advance its efforts.

In 2020,2021, Trustmark invested $5.3more than $4.4 million in the form of contributions and sponsorships to local organizations, including $1.5more than $1.4 million given to 13 Mississippi youth and family-based charities providing services and programs for the welfare and development of children as part of Trustmark’s commitment under the Mississippi Children’s Promise

tools and education to strengthen their financial security. Trustmark committedThe partnership in Memphis also allowed for financial counseling and education support for the first responders employed by the City of Memphis. Trustmark’s initial commitment of $200,000 to support the two-year partnership providingin the Memphis market will be extended. This will provide continued support for a dedicated financial wellness coach to conduct financial literacy seminars, individualized counseling sessions and referrals to disaster relief services. In 2020,recognition of the community impact made by partnering with Operation HOPE in the Memphis market, Trustmark expanded its work with the organization in 2021. Trustmark’s HOPE Inside partnerships were also made available to employees of the City of Montgomery in the Montgomery, Alabama market and to employees of the City of Jackson in the Jackson, Mississippi market. In 2021, more than 1,2002,865 services were provided through this partnership. In recognition of the anticipated long-term impact of the program, Trustmark developed plans to replicate theTrustmark’s partnership with Operation HOPEHOPE.

In further demonstration of the company’s commitment to financial literacy, in 2021 Trustmark re-purposed a former branch building in a low-to-moderate income and city governmentsmajority-minority census tract within the Jackson, Mississippi market to serve as the community-based location for financial literacy workshops and counseling support at no cost to the community. The Financial CORE (Center of Resources & Education) is staffed with Trustmark associates dedicated to supporting community initiatives as well as a full-time financial wellness coach in partnership with Operation HOPE.

Trustmark values partnerships that serve diverse communities, and it embraces opportunities to engage in the Montgomery,effectiveness of that work. In 2021, Trustmark formed a collaborative relationship through Project REACh (Roundtable for Economic Access and Change) with Commonwealth National Bank based in Mobile, Alabama, a minority depository institution (“MDI”) which has served the Mobile, Alabama banking community since 1976. Additionally, Trustmark entered into a strategic collaboration agreement with Agility Bank, based in Houston, Texas, which was announced in early 2022. Agility Bank is in the process of organization and Jackson, Mississippi marketswill be the first primarily women-owned and led bank in 2021.the United States under the MDI national charter of the Office of the Comptroller of the Currency (“OCC”). The Project REACh initiative was introduced by the OCC to identify and reduce barriers to full, fair participation in the nation’s banking system and the economy to help expand access to credit and capital.

Trustmark’s commitment to building and supporting resilient communities also includes revitalizing and strengthening underserved communities. ItsIn 2021, its investments in low-to-moderate income areas included more than $211$287 million in home mortgage loans, and $139$236 million in small business loans and small farm loans in 2020 and approximately $85more than $14.6 million in community development loans. Also in 2020,2021, Trustmark provided low-to-moderate income borrowers more than $436$476 million in home mortgage loans. The company’s collaborative work with community service providers, developers, realtors, housing advocates and others resulted in more than $16$37 million in investments that provide affordable housing, employment and community services for those with low-to-moderate incomes. Trustmark also enhanced its mortgage product offerings during the year to meet the special credit needs of low-to-moderate income individuals and communities. Trustmark employs a dedicated team of associates to provide oversight of initiatives that advance financial growth and stability within racially and economically diverse communities. The Diverse Market Strategy Team coordinates with business units at Trustmark to develop innovative lending strategies, inclusive outreach events, targeted marketing campaigns, and special purpose products and programs to meet the unique needs of diverse communities throughout the company’s footprint.

Human Capital and Workforce Diversity.Trustmark’s commitment to serve diverse communities extends to its workforce practices. Trustmark’s Diversity Officer works within the Human Resources Department to develop and oversee diverse training, recruitment and retention practices. The company has introduced several other initiatives to support a workforce culture of diversity and social inclusion, including engaging associates at all levels of employment through a survey to solicit feedback on the current culture of the company. In response, Trustmark developed a community calendar of events to promote a culture of inclusivity and engagement among associates. Associates were provided an additional paid holiday, My Choice Day, to be used annually in observance of their personal interests; and associates also received diversity and inclusion webinar-based training. Additionally, Trustmark launched the Emerging Talent Program in 2021 designed to identify and develop high-performing associates through management mentorship.

Environmental and Sustainability.During 2020,2021, Trustmark promoted environmental sustainability withthrough business practices that conserve natural resources, including the sponsorship of numerous community shredding events to encourage recycling initiatives. Trustmark also provides shredding services at all buildings and branch locations, offers enhanced digital banking options and processes for customers, and utilizes internal workflow management systems to reduce paper usage. Additionally, an LED light conversion project was continued across the organization in 2021 to increase energy efficiency. Programmable thermostats and HVAC control systems were also installed in Trustmark buildings to conserve and monitor energy use, resulting in usage declines between 25-40 percent.

Collectively, these efforts reflect Trustmark’s core values of Integrity, Service, Accountability, Relationships and Solutions and its strategic commitment to strengthen the communities it serves.corporate social responsibility.

Director Qualifications

The Board believes that in order to appropriately carry out its roles, directors must demonstrate a variety of personal traits, leadership qualities and individual competencies. In considering nominees submitted by the Board or management and any recommendations submitted by shareholders, the Nominating Committee will use these personal traits, leadership qualities and individual competencies to assess future director nominees’ suitability for Board service. The Nominating Committee also evaluates each director nominee’s qualities in the context of how that nominee would relate to the Board as a whole, in light of the Board’s current composition and Trustmark’s evolving needs.

Although Trustmark has no formal policy regarding diversity, the Nominating Committee believes that the Board should include directors with diverse skills, experience and business knowledge, and whose backgrounds, ages, geographical representation and community involvement contribute to an overall diversity of perspective that enhances the quality of the Board’s deliberations and decisions. The Nominating Committee may consider these factors as it deems appropriate in connection with the general qualifications of each director nominee.

Personal Traits

Board service is an extremely important, high profilehigh-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:

Leadership Qualities

For individuals considered for Board leadership roles, the following skill sets are required:

qualities described above. In considering the director nominees’ individual competencies, the Board believes that the appropriate competencies are represented for the Board as a whole and for each of the Board’s committees. In addition, each nominee possesses characteristics that led the Board to conclude that such person should serve as a director. The specific experience, qualifications, attributes and skills that the Board believes each nominee possesses are discussed under Proposal 1 in the table entitled “The Nominees,” beginning on page 12.13.

Board Diversity

The chart below provides information regarding the diversity characteristics of the members our Board, based on self-identification by the directors.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board has fixed the number of directors for the coming year at 12. 11. Director Toni D. Cooley has informed the Board of her decision not to stand for re-election at the Annual Meeting so that she can devote more time and attention to the needs, commitments and increased travel obligations of her company.

The nominees listed herein have been proposed by the Board for election at the Annual Meeting. Mr. Walker will retire at the Annual Meeting. Shares represented by valid proxies will, unless authority to vote is withheld, be voted in favor of the proposed slate of 1211 nominees. Directors must receive a majority of the votes cast in order to be elected (that is, the number of shares voted “for” a director must exceed the number of shares voted “against” that director). If a nominee who is an incumbent director is not elected to the Board, and no successor is elected, such nominee must tender his or her resignation to the Board. The Nominating Committee will then make a recommendation to the Board on whether to accept or reject the resignation or whether to take other action. The director who tenders his or her resignation may not participate in the recommendation of the Nominating Committee or the decision of the Board with respect to his or her resignation. Each director is elected to hold office until the next annual meeting of shareholders or until a successor is elected and qualified.

The Board recommends that shareholders vote “for”“FOR” the proposed nominees.

The Nominees

		Adolphus B. Baker, 6465 Director of Trustmark since 2007 (Independent Director)   Trustmark Corporation Committees: ●·   Executive ●·   Human Resources (Chair) ●·   Nominating		Career Highlights: ●· Chairman and CEO, Cal-Maine Foods, Inc. (Producer and Distributor of Shell Eggs)   Other Public Company Boards: ●·   Cal-MaineFoods, Inc.

Experience and qualifications: Mr. Baker is chairman and chief executive officer of a publicly-traded company that is the largest producer and distributor of shell eggs in the United States. His position has provided him with significant business leadership skills and experience in evaluating strategic alternatives that focus on maximizing shareholder value. Mr. Baker’s years of service as a director of the Bank, and particularly as the former chairman and chief executive officer of a publicly-traded company that is the largest producer and distributor of shell eggs in the United States. His position has provided him with significant business leadership skills and experience in evaluating strategic alternatives that focus on maximizing shareholder value. Mr. Baker’s years of service as a director of the Bank, and particularly as the former chair of the Bank Board’s Asset/Liability Committee, provide him with an intrinsic understanding of Trustmark’s strategy for managing liquidity, which is a skill essential to the Board’s risk oversight function.
		William A. Brown, 63          Director of Trustmark since 2017          (Independent Director)          Trustmark Corporation Committees: ●   Audit & Finance ●   Enterprise Risk		Career Highlights: ●   President and CEO, Brown Bottling Group, Inc. (Beverage Distributor)

		Augustus L. Collins, 64 Director of Trustmark since 2020 (Independent Director) Trustmark Corporation Committees: ·   Audit & Finance ·   Enterprise Risk		Career Highlights: ●· CEO, MINACT Inc. (Job Training, Development and Management)   Other Public Company Boards:   ●· Huntington Ingalls Industries · Mississippi Power Company

Experience and qualifications:General Collins has served as the CEO of MINACT Inc., a job training, development and management company, since 2016. He retired with the rank of Major General in the Mississippi National Guard, having served as Adjutant General of both the Mississippi Army National Guard and the Mississippi Air National Guard from 2012 to 2016. His 35 years of combined military service in the U.S. Army and the Mississippi National Guard included the command of the 155th Brigade Combat Team in Iraq, where he was responsible for security operations in the southern and western provinces. He was previously appointed by the Governor to the Mississippi Workers’ Compensation Commission where he served as the commission’s representative of labor. General Collins’ years of service and leadership provide him with valuable experience in strategic and financial planning as well as human resources.

		Tracy T. Conerly, 5657 Director of Trustmark since 2015 (Independent Director)   Trustmark Corporation Committees: ●·   Audit & Finance (Chair) ●·   Executive ●·   Nominating		Career Highlights: ●· Partner Emeritus, Carr, Riggs & Ingram, LLC (Accounting)

Experience and qualifications: Mrs. Conerly is a certified public accountant and a former certified valuation analyst. Her experience as a partner at a large certified public accounting firm has provided her with significant financial and accounting expertise, particularly in the areas of auditing, business valuation and tax, and qualifies her for service as one of the Board’s audit committee financial experts. Mrs. Conerly’s years of service as a director of a publicly-traded financial institution provide her with valuable experience in financial institution governance and an understanding of markets that are a strategic focus for Trustmark. Mrs. Conerly also serves on the Bank Board’s Asset/Liability Committee, providing her with an understanding of Trustmark’s balance sheet strategy, which is a skill essential to the Board’s risk oversight function. She is a member of the National Association of Corporate Directors.

Experience and qualifications: Mr. Dewey became president and chief executive officer of Trustmark and the Bank on January 1, 2021. He was formerly president and chief operating officer of the Bank from January 1, 2020, to December 31, 2020. He served as chief operating officer of the Bank from January 1, 2019, to December 31, 2019, and as President of Corporate Banking from 2008 to 2018. Mr. Dewey, with 19 years of experience at Trustmark and 37 years in the financial services industry, has worked in diverse geographic markets and in numerous lines of banking businesses. His executive management responsibilities in retail and institutional banking, mortgage, wealth management and insurance services enable him to provide valuable operational, strategic and financial perspectives to the Board.

		Toni D. Cooley, 60 Marcelo Eduardo, 59 Director of Trustmark since 20132020 (Independent DirectorDirector))   Trustmark Corporation Committees: ·   Audit & Finance ●   Enterprise Risk (Chair) ●·   Executive ●·   Nominating		Career Highlights: ●  CEO, Systems Electro Coating (Provider· Dean, School of Electrocoating and Related Services to Original Equipment Manufacturers) Other Public Company Boards: ●  Sanderson Farms, Inc.Business, Mississippi College

Experience and qualifications: Mr. Eduardo has served as the Dean of the School of Business at a private college in Mississippi since 2003. He holds Ph.D. (Finance) and MBA degrees and serves as the Anderson Distinguished Professor of Finance at Mississippi College. Mr. Eduardo, an accomplished academic, has authored numerous articles on a variety of topics, including investment management, compliance, capital management and the pricing of retail banking services, which have been published in national and international journals. His expertise in banking and corporate finance, combined with his proven marketing and leadership skills, will provide valuable marketing, strategic and financial perspectives to the Board. Mr. Eduardo also serves as Chair of the Bank Board’s Asset/Liability Committee.

		Duane A. Dewey, 62 J. Clay Hays, Jr., M.D., 56 Director of Trustmark since 20202017 (Independent Director)   Trustmark Corporation Committees: ·   Enterprise Risk (Chair) ●·   Executive ·   Human Resources ·   Nominating		Career Highlights:Highlights: ●· Cardiologist, Partner, President, and Chief Executive Officer, Trustmark Corporation ●   President and Chief Executive Officer, Trustmark National BankJackson Heart Clinic, PA

Experience and qualifications: Dr. Hays is president of Jackson Heart Clinic, PA, one of the largest cardiology groups in Mississippi. He is a former as chairman of the Mississippi Healthcare Solutions Institute and former director and past president of the Mississippi State Medical Association. He serves as director and secretary of the Medical Assurance Company of Mississippi, a statewide medical malpractice insurer. He is also a Mississippi Delegate to the American Medical Association House of Delegates and Chair Elect of the Southeast Delegation of the AMA House of Delegates. With extensive experience in the medical industry, Dr. Hays is uniquely positioned to advise Trustmark on the healthcare industry. Dr. Hays also serves on the Bank Board’s Asset/Liability Committee.

		Marcelo Eduardo, 58 Gerard R. Host, 67 Director of Trustmark since 2010 Chairman of Trustmark Board from April 2020 to December 2020    (Independent Director)Executive Chairman of Trustmark Board since January 2021   Trustmark Corporation Committees: ●   Audit & Finance·   Executive		Career Highlights: · Executive Chairman, Trustmark Corporation and Trustmark National Bank ●   Dean, School of Business, Mississippi College· Former President and CEO, Trustmark Corporation · Former President and CEO, Trustmark National Bank

Experience and qualifications: Mr. Host became Executive Chairman of Trustmark and the Bank on January 1, 2021. Mr. Host served as president and chief executive officer of Trustmark and chief executive officer of the Bank from January 1, 2011, to December 31, 2020, and served as president of the Bank from 2011 to December 31, 2019. He also served as a director of the Federal Reserve Bank of Atlanta from 2012 until the end of his second term on December 31, 2018. Throughout his 38-year tenure with Trustmark, Mr. Host has served in a variety of executive management capacities, including chief financial officer, chief investment officer and president of various divisions. Mr. Host’s in-depth knowledge of Trustmark’s operations and of the financial services industry enables him to provide both historical and strategic perspectives in Board discussions regarding corporate strategy and governance matters. Mr. Host will serve as Non-Executive Chairman of the Trustmark Board following the Annual Meeting.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Guiding Philosophy.The guiding philosophy of the Human Resources Committee of the Board (the Committee) is to attract and retain highly qualified executives and to motivate them to maximize shareholder value while managing risk appropriately and maintaining the safety and soundness of the organization. The Committee believes that executive compensation should be linked to Trustmark’s performance and significantly aligned with both the short-term and long-term interests of Trustmark’s shareholders. The Committee also believes that executive compensation should be designed to allow Trustmark to recruit, retain and motivate employees who play a significant role in the organization’s current and future success. Further, compensation policies and practices should be designed to help develop management talent, promote teamwork among, and high morale with, executive management, establish effective corporate governance, and set compensation at competitive levels.

Trustmark’s compensation policies reflect the Committee’s guiding philosophy, as shown below:

Key Elements of Compensation. The following table summarizes key elements of Trustmark’s executive compensation program and the primary objectives each element supports. The Committee believes these elements are standard compensation components for named executive officers (NEOs) at Trustmark’s peer companies:

Return on average tangible equity is a non-GAAP financial measure, but does not have a comparable GAAP financial measure. Return on average tangible equity is calculated using net income adjusted for intangible amortization divided by total average tangible common equity (total shareholders’ equity less goodwill and other identifiable intangible assets).

The Committee uses both annual cash bonuses and equity awards to link executive pay with Trustmark’s performance. Payouts under the annual management incentive plan are based on Trustmark’s achievement of key corporate, strategic and line of business performance goals. A minimum achievement of the threshold is required to earn the minimum annual cash bonus, and Trustmark performance that exceeds the target results in higher bonus awards. In 2020,2021, Trustmark’s performance resulted in average payouts for the NEOs under the annual management incentive plan of 172%147% of target, out of a maximum potential payout of 200%. In recent years, cash bonuses under the annual management incentive plan have averaged approximately 35%32% of the CEO’s and 26%29% of the other NEOs’ total annual compensation.

Total equity awards granted in 20202021 represent approximately 28%38% for the CEO’s, and 20%33% for the other NEOs’, total annual compensation. Performance-based equity awards granted in 2020,2021, which represented approximately 14%13% (for the CEO) and 10%8% (for the other NEOs) of each NEO’s total annual compensation, will be earned based on Trustmark’s achievement of return on average tangible equity (ROATE), compared to an absolute target level, and total shareholder return (TSR), which includes dividends, compared to Trustmark’s peer group, in each case over a three-year performance period. The performance-based equity awards granted in 20182019 were earned based on Trustmark’s achievement of ROATE compared to an absolute target level and TSR, which includes dividends, compared to Trustmark’s peer group, in each case over a three-year performance period. Trustmark’s performance over the three years ended December 31, 2020,2021, resulted in vesting of the performance-based restricted stock awards granted in 20182019 at a 93.5%42.2% performance-level, out of a maximum potential vesting of 200%. For the same three-year period, Trustmark achieved 103.10%93.7% of absolute target level for ROATE and ranked in the 42nd23rd percentile for TSR among the 1918 peer companies utilized in Trustmark’s 20182019 performance-based restricted stock awards.

Time-based equity awards, which in 20202021 represented approximately 14%25% of total annual compensation (for the CEO) and 10%25% (for the other NEOs), further encourage a focus on long-term growth and financial success by aligning the interests of management and Trustmark’s shareholders.

As a result of the structure of Trustmark’s annual management incentive plan and its performance-based equity awards, the Committee believes that compensation paid to its NEOs is effectively aligned with Trustmark’s performance. Average payouts of annual cash bonuses under the management incentive plan of 123.7%138% of the target amount for each of the NEOs for the past three years relates directly to Trustmark’s achievement with respect to corporate and line of business budget targets for those years. Vesting of the performance -basedperformance-based equity awards of 93.5%42.2%, 73%93.5% and 78%73% for the three years ended December 31, 2021, 2020 2019 and 2018,2019, respectively, reflects how the amount of this incentive compensation earned depends on Trustmark’s performance, including compared to its peer companies.

20202021 Say on Pay Vote.In 2020,2021, the advisory shareholder vote on Trustmark’s executive compensation received approval of over 98.5%97.4% of the votes cast on the proposal. In light of such strong support, during the remainder of 20202021 and in 2021,2022, the Committee has continued to apply the same compensation philosophy that was described in the 20202021 proxy statement in determining amounts and types of executive compensation.

Board and Committee Process.In considering appropriate levels of compensation for executives, the Committee takes into account Trustmark’s performance and individual performance and experience, as well as peer and broader financial services industry comparisons (referred to as market data) and company affordability analysis. When deemed appropriate, the Committee will request that its independent compensation consultant, Pearl Meyer & Partners, LLC (Pearl Meyer), provide it with survey data of executive compensation for financial services companies that are comparable to Trustmark, generally based on line of business and asset size. The Committee does not request such

The Chair of the Committee works with the CEO and the Human Resources department to establish the agenda for Committee meetings. The CEO and Human Resources department also interface with the Committee in connection with the Committee’s executive compensation decision-making, providing comparative market data as well as making recommendations. The Committee periodically meets with the CEO and members of the Human Resources department to assess progress toward meeting objectives set by the Board for both annual and long-term compensation. The Committee also meets in executive session without management present when appropriate.

The Committee reviews all of the components of compensation in making determinations on the mix, amount and form of executive compensation. In making compensation decisions, the Committee seeks to promote teamwork among, and high morale within, executive management, including the NEOs. While the Committee does not use any quantitative formula or multiple for comparing or establishing compensation for executive management, it is mindful of internal pay equity considerations and assesses the relationship of the compensation of each executive to other members of executive management.

Role of the Compensation Consultant.The Committee relies on Pearl Meyer to provide information, analyses and advice to aid in the determination of competitive executive and non-employee director pay consistent with Trustmark’s compensation philosophy, and periodically engages Pearl Meyer to test Trustmark’s pay-for-performance alignment. The Committee has assessed the independence of Pearl Meyer pursuant to SEC and Nasdaq rules and has concluded that the advice it receives from Pearl Meyer is objective and not influenced by other relationships that could be viewed as conflicts of interest.

With respect to Trustmark’s compensation program for executives and non-employee directors for 2020,2021, Pearl Meyer’s services for the Committee included:

Benchmarking.When determining the amount and form of compensation for executives, the Committee considers comparative executive compensation information provided by Pearl Meyer that is derived from two primary data sources: peer group data and market data from the banking and financial services industry. The Committee uses peer group data primarily to establish performance goals for long-term incentive awards to assist in the evaluation of its pay-for-performance alignment. The Committee also uses the peer group data and, as applicable, market survey data, to assist with assessing Trustmark’s compensation competitiveness. Recognizing that comparative pay assessments have inherent limitations, due to the lack of precise comparability of executive positions between companies, as well as the companies themselves, the comparative data are used only as a guide and the Committee does not fix any NEO’s compensation (or individual compensation elements) to a particular compensation level within this comparative data. In exercising its judgment to set pay levels, the Committee looks beyond the comparative data and also considers individual job responsibilities, individual performance, experience, compensation history (both at Trustmark and at prior employers in the case of newly hired associates), company performance and company goals.

Peer Group Data. The peer group data is gathered by Pearl Meyer from the proxy statements of a peer group of financial institutions in the United States. The peer group consists of a minimum of 15 financial institutions and is updated annually by the Committee, based on a process that includes recommendations from internal sources, including the Human Resources department, and external sources such as Pearl Meyer, to reflect the companies against which Trustmark competes for executive talent or 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 a combination of various factors that include asset size and business mix. Additionally, the peer group is limited to financial institutions with at least $10 billion in total consolidated assets, as the Dodd-Frank Act and its implementing regulations impose various additional regulatory and operational requirements on bank holding companies with $10 billion or more in total consolidated assets.

As of December 31, 2019, Trustmark’s peer group, as reviewed by the Committee in February 2021, consisted of 1920 peer companies, all of which had assets within a range of approximately 93%68% to 238%213% of Trustmark’s asset size, which the Committee considers an appropriate range for comparison purposes. The specific asset sizes for the peer companies listed in the report presented to the Committee in February 2020 ranged from approximately $12.6$10.5 billion to $32.2$33.2 billion, and the market capitalizations ranged from approximately $1.9$1.2 billion to $7.7$4.6 billion. Although Trustmark’s market capitalization and asset size were both substantially below the median for this peer group, the Committee felt it appropriate to limit the peer group to

For 2020,2021, Trustmark’s peer group consisted of the following companies:

Market Data.In making its 20202021 compensation recommendations, the Committee considered market data comparisons prepared by Pearl Meyer in August 2017,2020, including an analysis of the 25th, 50th (median) and 75th percentile of the compensation for base salary (aged forward using a predetermined factor), annual cash incentive, long-term equity incentives and the total of these elements as a point of reference for each NEO. In August and November 2019, respectively, Pearl Meyer provided market data regarding Trustmark’s equity practices in addition to more recent data for the positions of CEO and the President and COO.CEO; Chief Financial Officer; Executive Chairman; and Chief Risk Officer and General Counsel with additional data for a Chief Administrative Officer role. Similar market data provided by Pearl Meyer in August 2017 was aged forward when determining compensation for the Chief Credit Officer, who was promoted to Chief Credit and Operations Officer effective June 1, 2021.

Compensation Mix.Mix. While the Committee considers the overall mix of executives’ pay between base salary, annual cash bonus and long-term incentive compensation, the Committee does not target a specific allocation among the various compensation components. Generally, more than one-half of the CEO’s compensation is contingent on performance, and approximately one-half of the compensation provided to the other NEOs is contingent on performance. In allocating compensation among salary, bonus and equity-based compensation, the Committee believes that the compensation of the senior-most levels of management with the greatest ability to influence Trustmark’s performance should be significantly performance-based, while lower levels of management should receive a greater portion of their compensation in base salary. The Committee also makes allocations between short-term and long-term compensation for NEOs. Consistent with its executive compensation philosophy and goals, in 2020,2021, the Committee provided that for the senior-most levels of management 100% of annual cash incentive payments and 50% of long-term equity-based awards would be determined based on achievement of performance targets.

The approximate percentages of salary, bonus and equity-based (using grant date fair value) compensation compared to the total of such compensation (referred to as total annual compensation) for 20202021 for the CEO, Executive Chairman and other NEOs (averaged) were as follows:

The compensation elements for the CEO for 20202021 were allocated as follows: 28%30% for base salary, 44%32% for cash bonus, and 38% for equity awards. The compensation elements for the Executive Chairman for 2021 were allocated as follows: 31% for base salary, 28% for cash bonus, and 41% for equity awards. On average, the compensation elements for the other NEOs for 20202021, other than Mr. Greer, who retired on March 1, 2021, were allocated as follows: 38%39% for base salary, 42%31% for cash bonus, and 20%30% for equity awards. Equity awards consist of both performance-based awards and time-vesting awards.awards (other than for the Executive Chairman, who received solely time-vesting equity awards in 2021). Variable pay includes cash incentives, performance-based equity awards and time-vesting equity awards, the value of which varies with changes in Trustmark’s stock price. The equity awards percentage in the above calculations were valued as of the grant date based on the fair market value of the underlying stock. Other benefits, including Trustmark’s allocations and contributions to benefit plans and perquisites, are not

considered in the above calculations. For more information on these benefits, please see “All Other Compensation for 2020”2021” table on page 30.29.

After the target levels and performance goals and weightings have been approved by the Board, the Committee retains the discretion to adjust the target levels and performance goals and weightings during the year, on an individual or group basis, if the Committee determines additional adjustments are appropriate for this purpose. The Committee did not make any such adjustments during 2020.2021. Following the end of a year, the Committee also has discretion to increase or decrease the amount of an award earned under the plan, change the individual weightings or adjust the threshold payout level and minimum performance goals, including when the minimum performance goals are not achieved. The Committee’s exercise of discretion is intended to ensure the management incentive plan appropriately rewards performance and neither overpays for results nor under rewards accomplishments achieved during the year.