Notice of Annual Meeting of Shareholders

The 20222023 Annual Meeting of Shareholders of Trustmark Corporation (Trustmark) will be held as follows:

DATE AND TIME

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

VIRTUAL ATTENDANCE

To facilitate shareholder participation, and in light of the ongoing 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/TRMK2022 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

5)

6)  To transact such other business as may properly come before the meeting.

RECORD DATE

Shareholders of record on March 1, 2022,2023, 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:

If you attend the meeting, virtually, you may revoke your proxy prior to the voting thereof. You may also revoke your proxy by following the instructions on page 4 of the proxy statement.

Granville Tate, Jr.

Secretary

March 14, 202215, 2023

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

March 14, 202215, 2023

Dear Shareholder:

On behalf of your Board of Directors, we cordially invite you to attend Trustmark’s Annual Shareholders’ Meeting at Trustmark’s Corporate Office, 248 East Capitol Street, Jackson, Mississippi 39201, on April 26, 2022,25, 2023, 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 11 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.

We made significant progress across the organization during the year. Loan growth in 2022 was the highest in Trustmark’s history. Credit quality remained strong. Net interest income and the net interest margin were up significantly. Our insurance business posted another record year. We made significant investments in technology, including conversion to a state-of-the-art loan system designed to enhance efficiency and productivity. With all of these positive advancements, our financial results were overshadowed by a settlement that, pending court approval, will resolve all current and potential future claims relating to litigation involving the Stanford Financial Group that began in 2009. While we expressly deny any liability or wrongdoing with respect to this matter, we believe the pandemic continuedsettlement is in the best interest of Trustmark and our shareholders as it eliminates risk, ongoing expense and uncertainty. With this matter now behind us, we will focus more intently on the future and the opportunities that are ahead. Trustmark is very well-positioned to impact the ways in which we live, work, and interact with one another, it did not alter our ability to provide the financial solutions our customers have come to expect from Trustmark. We implemented additional health and safety measures to ensure the well-being of our customers and 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 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 consultation.

During 2021, we continued to build uponserve and expand its customer relationships as reflected by solid performance in our banking, mortgage banking, wealth managementbase and insurance businesses. Net income and diluted earnings per share remained 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 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 buildingcreate long-term value for our shareholders.

We invite you to review our Form 10-K and our 20212022 Year in Review, both of which are available at investorrelations.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		Chair of the Board		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 20222023 Annual Meeting

Proposals

Financial Highlights – 20212022

Corporate Governance Highlights

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

2

GENERAL INFORMATION

Introduction

Trustmark Corporation (Trustmark) is holding its 20222023 Annual Meeting of Shareholders (the Annual Meeting) on Tuesday, April 26, 2022.25, 2023. This proxy statement is being sent on or about March 14, 2022,15, 2023, 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 5048 for additional information.

Meeting Location, Date and Time

The Annual Meeting will be held in a virtual-only formatat Trustmark’s Corporate Office located at 248 East Capitol Street, Jackson, Mississippi 39201 on Tuesday, April 26, 2022,25, 2023, at 1:00 p.m. CT. In light of the ongoing effects of the COVID-19 pandemic, the Board has directed that the Annual Meeting be held virtuallyTo obtain directions to allow remote participation by shareholders at the Annual Meeting. To attend the meeting, virtually and to vote and submit questions duringcontact the Annual Meeting, you may visit www.virtualshareholdermeeting.com/TRMK2022 and enter the 16-digit control number printed in the box marked by the arrow on your proxy cardSecretary at 1-601-208-5088 or printed on your voting instruction form, Notice of Internet Availability of Proxy Materials, or email previously received.toll-free at 1-800-844-2000 (extension 5088).

Shareholders Entitled to Vote

Shareholders of record at the close of business on March 1, 2022,2023, are entitled to notice of and to vote at the Annual Meeting. On the record date, Trustmark had outstanding 61,517,859[XX,XXX,XXX] 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, the advisory vote to approve Trustmark’s executive compensation, the advisory vote on the frequency of advisory votes on executive compensation, and the amendment and restatement of the Plan,Trustmark’s articles of incorporation, 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 4,5, 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 a frequency of every ONE YEAR for the advisory vote on executive compensation in Proposal 3, FOR approval of the amendment and restatement of the Plan to increase the numberTrustmark’s articles of authorized shares that may be issued under the Plan and to update the Plan’s provisions addressing dividends and dividend equivalentsincorporation in Proposal 3,4, FOR ratification of the selection of Crowe as independent auditor in Proposal 45 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

During 2022, the Board undertook a comprehensive review of its governance structure and processes. As a result of such review, the Board approved a number of structural and procedural changes in order to enhance the Board’s effectiveness in providing oversight and strategic advice to management. The key structural changes involve a re-organization of several Board committees and a re-allocation of responsibilities amongst such committees. These changes took effect on January 1, 2023, and the descriptions of each committee’s responsibilities below reflect the re-organized committee structure as of such date. In addition to the committee changes, the Board has implemented a number of changes to the Board and committee processes designed to expand Board engagement and provide additional focus on value-enhancing and forward-looking activities.

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

Key Features of Trustmark’s Corporate Governance

Trustmark’s governance structure has a number of key features that are designed to ensure effective and efficient oversight of the company, including the following:

The Code of Conduct for Trustmark Directors, Code of Ethics for Senior Financial Officers of Trustmark, Code of Ethics and Procedure to Report Violations of Law or Accounting or Audit Irregularities (Whistleblower Procedures) are available at investorrelations.trustmark.com or may be obtained, without charge, by written request addressed to the Secretary, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205. Trustmark intends to provide required disclosure of any amendment to or waiver of its codes of conduct/ethics that applies to the chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, at investorrelations.trustmark.com promptly following any such amendment or waiver. Trustmark may also elect to disclose any such amendment or waiver in a report on Form 8-K filed with the Securities and Exchange Commission (SEC). The information contained on or connected to Trustmark’s website is not incorporated by reference in this proxy statement and should not be considered part of this or any other document that Trustmark files with the SEC.

Meetings of the Board of Directors

The Board met eight10 times in 2021.2022. Each director attended at least 75%90% of the total number of meetings of the Board and Board committees of which the director was a member in 2021.2022. The Board meets jointly with the Board of Directors of Trustmark National Bank (the Bank Board), and since 2017, all members of the Board have also served as members of the Bank Board.

Director Attendance at the Annual Meeting

Directors are expected to attend the Annual Meeting, and in 2021,2022, all of our directorsDirectors were present at the annual 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):

The Board also determined in 2022 that former Director Toni D. Cooley, who retired from the Board in April 2022, was an “independent director.”

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, and Mrs. Conerly have, and Ms. Cooley havehad, as customers of 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 ChairmanChair and CEO to be separate or combined.

On January 1, 2021, Mr. Dewey succeeded Mr. Host as CEO of Trustmark and the Bank withon January 1, 2021, at which time Mr. Host becomingbecame 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 focusesfocused on issues involving board governance, corporate strategy, corporate development, investor relations, industry engagement and civic leadership. The Board’s appointmentFollowing the 2022 annual meeting of shareholders, Mr. Host ceased serving as Executive Chairman, was part of its overall management succession plan and has allowed Mr. Host to provide strategic advice and guidance to Mr. Dewey based on his long tenure with Trustmark. Following the Annual Meeting, Mr. Host will serve as non-executivebecame Board Chairman.Chair.

Trustmark’s Board Charter and Bylaws provide that if the Board ChairmanChair and CEO positions are occupied by the same individual or if the Board ChairmanChair is otherwise not independent, anthe Board’s Lead Director, who is independent, director shall serve as Chair of the Executive Committee as well as the Board’s Lead Director.and Nominating & Governance Committee. Mr. Host is not considered to be independent due to his prior tenuretenures as CEO and current executive responsibilities.Executive Chairman. Mr. Puckett has served as the Chair of the Executive Committee, Nominating Committee, and as of 2023, the Nominating & Governance 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, Nominating & Governance Committee and meetings on matters for which the Board ChairmanChair recuses himself and other meetings in the Board Chairman’sChair’s absence, (ii) coordinating with the Board ChairmanChair to develop Board meeting agendas and schedules, (iii) communicating with and advising the Board Chairman,Chair, (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-executivedirectors. 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

ThereAs of January 1, 2023, there are fivesix standing Board committees: Audit, & Finance, Enterprise Risk, Executive, Finance, Human Resources and Nominating. AllNominating & Governance. Each of these Board committees other than the Nominating Committee, are joint committees of the Board and the Bank Board. The Audit, & Finance,Enterprise Risk, Human Resources and Nominating & Governance committees are comprised solely of independent directors and otherwise satisfy the requirements applicable to such committees under Nasdaq listing standards.

Audit & Finance Committee

The Audit & Finance Committee meets regularly throughout the year, including meeting with the external and internal auditors without management present. The Committee’s responsibilities include:

The rolepurpose and responsibilities of the Audit &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 ensuring that Trustmark has policies and processes to identify and manage various risks throughout the company. The Committee’s responsibilities include:

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

Executive Committee

The Executive Committee acts on behalf of the Board if a matter requires Board action between regularly scheduled Board meetings. It also evaluates and makes recommendations to the Board regarding material corporate transactions, and approves unplanned expenditures greater than $1 million if the Finance Committee is unable to meet. The Executive Committee Charter is posted at investorrelations.trustmark.com.

Finance Committee

The Finance Committee is responsible for overseeing Trustmark’s budgeting, capital planning and related financial strategy. The Committee’s responsibilities include:

The purpose and responsibilities of the 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 associate and management talent and orderly CEO succession. In fulfilling its role, the Committee’s responsibilities include:

7

All members of the Committee during 20212022 were 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 Section 162(m) of the Internal Revenue Code of 1986, as amended, and “independent directors” within the meaning of Rule 5605(a)(2) of the Nasdaq listing rules. The purpose and responsibilities of the Human Resources Committee are described in greater detail in its Charter, which is posted at investorrelations.trustmark.com.

Committee Membership

The following table shows, for 2021,2022, the membership of each committee and the number of meetings held by each committee during the year:

As of January 1, 2023, the Committee structure and membership is as follows:

Communications with Directors

Shareholders desiring to contact Trustmark’s Board may do so by sending written correspondence to Board of Directors, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205 or by email addressed to boardofdirectors@trustmark.com. Communications will be referred to the Chair of the Executive Committee, who will determine the appropriate committee to receive the communication and take any action deemed necessary by that committee.

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.elected and (i) a representation as to whether the notifying shareholder intends or is part of a group which intends to solicit proxies or votes in support of such director nominees in accordance with Rule 14a-19 under the Exchange Act. In addition, such notification must include the information required by Rule 14a-19(b) under the Exchange Act if the notifying shareholder intends to solicit proxies or votes in support of director nominees in accordance with Rule 14a-19 under the Exchange Act.

Nominations not made in accordance with the above bylaw procedureprocedures may be disregarded by the ChairmanChair of the Board 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 & Governance 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 & Governance Committee by email to boardofdirectors@trustmark.com, or in writing addressed to Trustmark Corporation Nominating & Governance Committee, Post Office Box 291, Jackson, MS 39205. In order to give the Nominating & Governance Committee adequate time to consider any such individual for nomination as a director at the 20232024 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2022.2023. In considering an individual recommended by a shareholder but not directly nominated, the Nominating & Governance Committee will use the same guidelines as set forth in the Director Qualifications section below.

When identifying potential candidates for director nominees, the Nominating & Governance 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 measured by its sustainability, environmental, and societal impact. These factors are critical to long-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 program. Robust community engagement, informed policies and procedures, and responsible philanthropy are some of the ways in which Trustmark continues to serve its communities and workforce. Accomplishments in these areas of focus were highlighted in Trustmark’s first annual CSR Impact Report, published in 2022 and available at Trustmark.com.

Board Oversight.The Board has responsibility for overseeing Trustmark’s strategies, policies, and programs relating to ESG/CSR matters, including environmental sustainability, community development and reinvestment, and charitable giving and other programs with social impacts. As described above, the Human Resources Committee reviews and approves Trustmark’s policies and practices regarding social responsibility issues relating to human resources, such as equal opportunity employment, diversity and inclusion.

CSR Engagement and Investment.Trustmark’s continued commitment to corporate social responsibility was demonstrated in 2022 through services provided to customers, partnerships formed in communities, and opportunities presented to associates. The company’s strategically aligned activities reflect its core values of Integrity, Service, Accountability, Relationships and Solutions. In 2021,2022, Trustmark invested more than $4.4$4 million in the form of contributions and sponsorships to local organizations, including more than $1.4a $1.5 million giventax credit investment allocated 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 Act. In response to community needs that surfaced because of the COVID-19 pandemic, Trustmark continued to support local food pantries and community partners throughout its service areas. Trustmark also enacted numerous COVID relief initiatives for its workforce during the year. The company provided ten additional sick days for impacted associates, created remote work allowance policies, maintained information on company intranet related to vaccines, and coordinated on-site administration of COVID vaccines.

Trustmark continued to focus on financial literacy and community outreach in 2021,2022, with associates volunteering more than 5,0006,519 hours of service to local partners through positions on non-profit boards of directors, financial literacy outreach and other forms of community engagement. The company also continued to partner with EVERFI, Inc., to provide online financial literacy courses in approximately 58 schools educating more than 4,970throughout Mississippi to educate students on financial matters through Trustmark’s Financial Scholars Program. Trustmark also utilized theThe EVERFI Engage platform was also made available to enable itsTrustmark associates to conduct community-based financial literacy sessions, both in-person and virtually.

Additionally, in 2021, Trustmark engaged in a second-yearAdditional financial literacy support was provided through Trustmark’s continued partnership with Operation HOPE, Inc., a national non-profit organization. Trustmark continued to engage with the organization in 2022 to provide financial literacy and counseling support to individualsimplement the HOPE Inside program within the markets of Memphis, Tennessee market. This partnership, called HOPE Inside, providesTennessee; Montgomery, Alabama; and Jackson, Mississippi to provide banking customers and members of the public with opportunities to receive financial

Trustmark announced its partnership under the program with newly formed Agility Bank in early 2022. Agility Bank, based in Houston, Texas, is the first primarily women-owned and led bank in the United States under the MDI national charter of the OCC. Trustmark entered a second year of collaboration in 2022 with Commonwealth National Bank, which has served the Mobile, Alabama banking community since 1976. Commonwealth National Bank is one of fewer than 25 black-owned banks remaining in the United States.

Trustmark’s commitment to building and supporting resilient communities also includes revitalizing and strengthening underserved communities. In 2021,2022, its investments in low-to-moderate income areas included more than $287$347 million in home mortgage loans, $236$542 million in small business loans and small farm loans and more than $14.6$172 million in community development loans. Also in 2021,2022, Trustmark provided low-to-moderate income borrowers more than $476$510 million in home mortgage loans. The company’s collaborative work with community service providers, developers, realtors, housing advocates and others resulted in more than $37$34.5 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 through educational diversity training for management and social inclusion,all associates, including engagingthe development of a training course that emphasizes management’s role in hiring a diverse and inclusive workforce. Three HR associates at all levelshold a Diversity, Equity and Inclusion certificate from the University of employmentSouth Florida’s Muma College of Business and, in 2022, represented Trustmark in the American Bankers Association’s Black Bankers Employee Resource Group. Trustmark also continues to socialize cultural observances 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 annuallyAdditionally, in observance of their personal interests; and associates also received diversity and inclusion webinar-based training. Additionally,2022, Trustmark launched its second cycle of the Emerging Talent Program, in 2021 designed to identify and develop high-performing associates through management mentorship.

Environmental and Sustainability.During 2021,Throughout the year, Trustmark promoted environmental sustainability through 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 20212022 to increase energy efficiency.efficiency, in which 15 additional Trustmark buildings were retrofitted with LED lighting. Programmable thermostats and HVAC control systems were also installed last year in Trustmark buildings to conserve and monitor energy use resultingresulted in usage declines between 25-40 percent. Trustmark’s proactive environmental business practices were matched with its responsiveness to weather-induced events in 2022 through the activation of comprehensive disaster recovery and business continuity plans. The plans detail the responsibilities of key positions, instructions on ways to continue operations throughout the progression of weather-related events, and timeframes by which key tasks must be accomplished. Trustmark is committed to assessing environmental risks to its operations, including those associated with increasing climate change concerns.

Collectively, these efforts reflect Trustmark’s core values of Integrity, Service, Accountability, Relationships and Solutions and its strategic commitment to 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 & Governance Committee will use these personal traits, leadership qualities and individual competencies to assess future director nominees’ suitability for Board service. The Nominating & Governance 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.

Leadership Qualities

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

Individual Competencies

There are certain competencies that must be represented collectively by the directors on each Board committee, but each individual director need not necessarily possess all of them. The specific competencies vary by committee, as illustrated in the chart below:

Specific Director Experience, Qualifications, Attributes and Skills

The Board believes that each person nominated for election at the Annual Meeting possesses the personal traits described above and that each director nominee who has served in a position of Board leadership also demonstrates the additional leadership

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 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. Shares represented by valid proxies will, unless authority to vote is withheld, be voted in favor of the proposed slate of 11 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 & Governance 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 & Governance 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” the proposed nominees.

The Nominees

		Adolphus B. Baker, 6566 Director of Trustmark since 2007 (Independent Director)Director)   Trustmark Corporation Committees: ·   Executive ·   Human Resources (Chair) ·   Nominating & Governance		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 former 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 (the responsibilities of which are now performed by the Finance 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. He is a member of the National Association of Corporate Directors.

		William A. Brown, 6465 Director of Trustmark since 2017 (Independent Director)   Trustmark Corporation Committees: ·   Executive   Audit ·   Audit & Finance ·   Enterprise Risk ·   Nominating		Career Highlights: ·   Chairman, Brown Group Holdings, Inc. (Soft Drink Manufacturing) ·   President, Brown Bottling Group, Inc. (Beverage Distributor) · Chairman, Brown Group Holdings, Inc.

Experience and qualifications: Mr. Brown serves as presidentchairman of a soft drink manufacturing business and chief executive officerpresident of a regional beverage distributor based in Mississippi. He serves on the Boards of the Pepsi Cola Bottlers Association and Wis-Pak/WP Beverages as well as trade associations, including the Mississippi Beverage Association. His extensive experience in this industry has provided him with significant marketing and business leadership skills as well as in-depth understanding of the business climate and customer base in significant Trustmark markets. Mr. Brown is also served as Chair of the Bank Board’s Credit Policy Committee (the responsibilities of which are now performed by the Enterprise Risk Committee), providing him with an understanding of Trustmark’s credit culture and philosophy, which is a skill essential to the Board’s risk oversight function. He is a member of the National Association of Corporate Directors.

		Augustus L. Collins, 6465 Director of Trustmark since 2020 (Independent Director)   Trustmark Corporation Committees: ·   Audit & Finance ·   Enterprise Risk ·   Human Resources		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. He is a member of the National Association of Corporate Directors.

Experience and qualifications: Mrs. Conerly is a certified public accountant and a former certified valuation analyst. Her experience as a former 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 servesserved on the Bank Board’s Asset/Liability Committee (the responsibilities of which are now performed by the Finance 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.

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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. Mr. Dewey is a member of the National Association of Corporate Directors.

		J. Clay Hays, Jr., M.D., 5657 Director of Trustmark since 2017 (Independent Director)   Trustmark Corporation Committees: ·   Enterprise Risk (Chair) ·   Executive ·   Human Resources ·   Nominating & Governance		Career Highlights: ·   Cardiologist, Partner, President, Jackson 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 servesserved on the Bank Board’s Asset/Liability Committee.Committee (the responsibilities of which are now performed by the Finance Committee). He is a member of the National Association of Corporate Directors.

Experience and qualifications: Mr. Host becamehas served as Chair of Trustmark and the Bank since April 2022. He served as Executive Chairman of Trustmark and the Bank onfrom January 1, 2021.2021 to April 26, 2022. 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 ChairmanHe is a member of the Trustmark Board following the Annual Meeting.National Association of Corporate Directors.

		Harris V. Morrissette, 6263 Director of Trustmark since 2016 (Independent Director)   Trustmark Corporation Committees: ·   Audit &   Enterprise Risk ·   Finance ·   Human Resources		Career Highlights: ·   President, China Doll Rice & Beans, Inc. (Regional Packaged and Food Services Company) ·   Former President and CEO, Marshall Biscuit Company, Inc.   Other Directorships: ·   Williamsburg Investment Trust

Experience and qualifications:qualifications: Mr. Morrissette serves as the president of a regional packaged food and food services company based in Alabama. His prior years of service as a director of a publicly-traded financial institution provide him with valuable experience in financial institution governance and an understanding of markets that are a strategic focus for Trustmark. In addition, Mr. Morrissette’s background and business acumen provide him with the skills necessary to contribute invaluable insight and broad perspectives to Board discussions and qualify him for service as one of the Board’s audit committee financial experts.discussions. He also servesserved on the Bank Board’s Credit Policy Committee.Committee (the responsibilities of which are now performed by the Enterprise Risk Committee). Mr. Morrissette is a member of the National Association of Corporate Directors.

		Richard H. Puckett, 6768 Director of Trustmark since 1995 Lead Director of Trustmark since 2020 (Independent Director)   Trustmark Corporation Committees: ·   Executive (Chair)(Chair/Lead Director) ·   Human Resources ·   Nominating (Chair)& Governance (Chair/Lead Director)		Career Highlights: ·   Chairman and CEO, Puckett Machinery Company (Distributor of Heavy Earth Moving Equipment and Engine Power Systems)

Experience and qualifications: Mr. Puckett is the chairman and chief executive officer of a heavy equipment distribution and rental company with facilities located in Mississippi and eastern Louisiana that provide heavy equipment, engine power solutions and related supplies to a variety of industries. Mr. Puckett brings marketing and business leadership skills to the Board, as well as an in-depth understanding of the business climate and customer base in Trustmark’s major legacy markets. His experience and Board tenure provideprovided valuable perspective to his service on the Bank Board’s Credit Policy Committee.Committee (the responsibilities of which are now performed by the Enterprise Risk Committee). Mr. Puckett is a member of the National Association of Corporate Directors.

Experience and qualifications: Mr. Yates is the president and chief executive officer of a commercial construction company with operating divisions located throughout the Southeast, many of which are within markets served by Trustmark. Mr. Yates’ knowledge of these markets, as well as his leadership experience in the various aspects of the construction industry, including employee relations matters, contract negotiations and risk management, provide the Board with an important resource for assessing and managing risks and planning for corporate strategy. He is alsoformerly served as a member of the Bank Board’s Asset/Liability Committee and Credit Policy Committee.Committee (the responsibilities of which are now performed by the Finance Committee and Enterprise Risk Committee, respectively). In January 2021, Mr. Yates was appointed a director of the Federal Reserve Bank of Atlanta, New Orleans Branch. In addition, he serves as a director and is former chairman of the Mississippi Economic Council. Mr. Yates is a member of the National Association of Corporate Directors.

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:

What we don’t do:

×	No automatic or guaranteed annual salary increases

 

×	No guaranteed bonuses or guaranteed long-term incentive awards

 

×	No tax gross-ups for executive officers

 

×	No “single-trigger” change in control severance payments

 

×	No hedging of Trustmark stock

 

×	No excessive perquisites

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:

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Alignment Between Pay and Performance.Trustmark is committed to aligning the compensation of its executive officers with Trustmark’s financial and operational performance. The Committee believes that its current executive compensation program is helping to achieve these goals by aligning compensation with Trustmark’s performance. Key financial and core operating results for 20212022 included the following:

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 market data from Pearl Meyer every year, and in years when such data is not requested, Trustmark will apply customary aging methods to estimate appropriate updates to salary data.