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. __)

Filed by the Registrantþ ☑

Filed by a Party other than the Registrant¨ ☐

Check the appropriate box:

Trustmark Corporation

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2017 Annual Meeting of Shareholders of Trustmark Corporation (Trustmark) will be held as follows:

DATE AND TIME   Tuesday, April 26, 2016,25, 2017, at 2:00 p.m.   LOCATION   Trustmark Conference Center Mississippi Sports Hall of Fame 1152 Lakeland Drive Jackson, Mississippi 39216

ITEMS OF BUSINESS

RECORD DATE

Shareholders of record on March 1, 2017, are eligible to vote at the meeting in person or by proxy.

PROXY VOTING/REVOCATION

TABLE OF CONTENTS

Committee Membership

The following table shows, for 2016, the current membership of each committee and the number of meetings held by each committee during 2015:the year:

Effective January 1, 2017, the Audit and Finance Committee is comprised of Mrs. Conerly (chair), Mr. Morrissette, Mr. Summerford and Mr. Walker; the Enterprise Risk Committee is comprised of Ms. Cooley (chair), Mr. Morrissette and Mr. Yates; the Executive Committee is comprised of Mr. Summerford (chair), Mr. Baker, Mrs. Conerly, Ms. Cooley, Mr. Grafton, Mr. Host, Mr. McCulloch and Mr. Puckett; the Human Resources Committee is comprised of Mr. McCullouch (chair), Mr. Baker, Mr. Grafton, Mr. Puckett and Mr. Summerford; and the Nominating Committee is comprised of Mr. Grafton (chair), Mr. Baker, Mrs. Conerly, Ms. Cooley, Mr. McCulloch, Mr. Puckett and Mr. Summerford.

Director Compensation

Non-employee director compensation is determined by the Board of Directors, based on the recommendation of the Human Resources Committee, which periodically reviews non-employee director compensation to determine if changes are needed. The last periodic review was performed in 2013.Committee. Associates of Trustmark who also serve as directors receive no compensation for Board or committee service. During 2016, each non-employee director who served on the Board also served on the Bank Board.

Since January 2014,For 2016, non-employee directors receivereceived an annual retainer of $13,000 for service on the Trustmark Board, an annual retainer of $12,000 for their service as a Bank Board director, as well as $1,500 for each Trustmark Board meeting attended. Directors do not receive any additional fees for each Bank Board meeting attended. The ChairmanChair of the Audit and Finance Committee receivesreceived an additional annual retainer of $12,000, the ChairmanChair of the Human Resources Committee receivesreceived an additional annual retainer of $10,000, the ChairmanChair of the Nominating Committee receivesreceived an additional annual retainer of $2,000 and the independent Chairman of the Board receivesreceived an additional annual retainer of $36,000. AllFor 2016, all Board committee chairmenchairs and committee members receivereceived $1,000 for each committee meeting attended (including ad hoc committees). In addition, each director who servesserved as chairmanchair of a committee of the Bank Board receivesreceived an additional annual retainer of $2,000. All Bank Board committee chairmen and committee members receivereceived $750 for each committee meeting attended. For meetings wherein the director attendsattended via teleconference, the director receivesreceived one-half of the meeting fee. In addition, directors who serve as advisory directorsMrs. Conerly served on Trustmark’s Community Bank Advisory Boards of Directors receive a fee of $250 for each Advisory Board meeting attended, except for the Florida Community Bank Advisory Board of Directors which receivesand received a fee of $1,000 for each Advisory Board meeting attended and meets quarterly.attended. Annual retainer and meeting fees arewere paid monthly. Directors are also eligible to be reimbursed for expenses incurred in attending Board and committee meetings.

The Board periodically reviews non-employee director compensation to determine if changes are needed, including by comparing it to non-employee director compensation at peer companies. In 2016, the Board engaged Pearl Meyer & Partners, LLC (Pearl Meyer) to review non-employee director compensation. As a result of this review, the Board determined, beginning January 1, 2017, to eliminate per-meeting fees and to increase the amount of annual retainers to more closely align Trustmark’s practices with those of its peer companies. Trustmark maintains a Directors’ Deferred Fee Plan for non-employee directors who became directors prior to 2003 and who elected to participate in the plan. Under the plan, participating directors hadwere required to defer $12,000 of their fees annually to fund a portion of the cost of their defined retirement benefits and death benefits. The amount of the retirement benefit and death benefit has been determined based upon the participant’s annual contribution amount, the length of Board service and the age of the director at date of entry into the plan. In order to control costs, and based on peer company and broader market data provided by the Human Resources Committee’s compensation consultant, Pearl Meyer & Partners (PM&P), that comparable organizations were not providing this benefit to directors, theThe Board amended the plan on April 28,in 2009 to cease future benefit accruals under and contributions by directors to the plan effective March 1, 2010. The plan requires retirement benefits to commence at a director’s normal retirement date (March 1 following age 65). Thus, should a director continue service beyond normal retirement date, retirement benefits would begin prior to cessation of Board service. Depending on a number of factors, the vested annual benefit at retirement is payable for the longer of life or twenty-five years and, as of December 31, 2015,2016, ranges from $51,000 to $78,000 (taking into account the March 1, 2010 benefit accrual freeze) for current directors

who elected to participate in the plan. If a participating director dies prior to normal retirement, his beneficiary will receive a scheduled death benefit for ten years. Trustmark has purchased life insurance contracts on participating directors to fund the benefits under this plan.

Non-employee directors are eligible to receive equity compensation awards under the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan (the Amended and Restated Stock Plan). Consistent with an October 2013 determination that the annual awards of time-based restricted stock for the non-employee directors should be valued at approximately $42,500, on January 27, 2015, eachEach non-employee director received 1,880 sharesreceives an annual award of time-based restricted stock valued on a 10-day average closing stock price up to and including the date of the grant. Subject to accelerated vesting

in full upon a change in control, upon retirement at or after age 65 or cessation of Board service at the end of an elected term, in each case with consent of the Human Resources Committee and where cause for termination is not present, or upon disability, death or termination without cause, the restricted shares vest on January 27, 2018, if the director is still serving at the time.

In addition to the $1,000 minimum ownership required to become a director (as discussed under Director Qualifications), theThe Board imposes a director stock ownership requirement that requires all directors to own a minimum number of shares of Trustmark stock. ThisEffective January 1, 2017, the minimum number of shares of Trustmark common stock under this requirement was increased from 3,0006,000 shares to 6,000 shares effective January 1, 2014.8,000 shares. All of the current directors other than Mrs. Conerly, alreadywho joined the Board in 2015, meet the new minimum stock ownership requirement. Mrs. Conerly and any new director willNew directors have up to five years from the date Board service begins to meet the stock ownership requirement. Until a director has reached the minimum requirement, the director is required to hold 100% of the shares received from any Trustmark stock awards.

To ensure that directors bear the full risks of stock ownership, Trustmark’s insider trading policy prohibits directors, among others, from engaging in options trading, short sales or hedging transactions relating to Trustmark stock. With limited exceptions, directorsDirectors are also prohibited from pledging or creating a security interest in any Trustmark stock they hold.

Non-employee directors may defer all or a part of their annual retainer and meeting fees pursuant to Trustmark’s Non-Qualified Deferred Compensation (NQDC) Plan. The compensation deferred is credited to an account, which is deemed invested in and mirrors the performance of one or more designated investment funds available under the plan and selected at the option of the director. The deferred compensation account will be paid in a lump sum or in annual installments at a designated time upon the occurrence of an unforeseen emergency or upon a director’s retirement or cessation of service on the Board.

Director Compensation for 20152016

The following table provides director compensation information for the year ended December 31, 2015:2016.

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 to boardofdirectors@trustmark.com.

Communications will be referred to the Executive Committee Chairman, who will determine the appropriate committee to receive the communication and take any action deemed necessary by that committee.

Pursuant to Trustmark’s Whistleblower Policy, complaints relating to Trustmark’s accounting, internal accounting controls or auditing matters should be directed to the Trustmark Hotline at 1-866-979-3769. Complaints will be investigated by Trustmark’s General Counsel and Director of Audit and reported to the Audit and 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 for the election of directors at an annual meeting.

Nominations other than those made by or on behalf of the existing Board of Trustmark shallmust be made in writing and shallmust be delivered or mailed to Trustmark’s Chairman of the Board and received (a) not less than sixty days nor more than ninety 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 thirty days from the date of the prior year’s annual meeting, not less than ninety days before the date of the annual meeting. Such notification shallmust 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 procedure may be disregarded by the Chairman of the meeting at his discretion, and upon his instruction, all votes cast for each such nominee may be disregarded.

Trustmark’s bylaws permit direct nominations by shareholders. Therefore, the Nominating Committee does not have a policy for considering nominations by shareholders through the process outlined above. However, if a shareholder wishes to recommend an individual for Board service, rather than directly nominate the individual as set forth above, the shareholder may submit the individual’s name to the Nominating Committee in writing addressed to Trustmark Corporation Nominating Committee, Post Office Box 291, Jackson, MS 39205 or by email to boardofdirectors@trustmark.com. In order to give the Nominating Committee adequate time to consider any such individual for nomination as a director at the 20172018 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2016.2017. In considering an individual recommended by a shareholder but not directly nominated, the Nominating Committee will use the same guidelines as set forth in the Director Qualifications section below.

When identifying potential candidates for director nominees, the Nominating Committee may solicit suggestions from incumbent directors, management or others. With regard toAll nominees at the proposed nominees for 2016, all nomineesAnnual Meeting are current Board members, except for Mr. Morrissette,Messrs. Brown, Compton, Hays, and Harry M. Walker, all of whom are current Bank Board directors who waswere recommended by the CEONominating Committee. The Board undertook a review of the structure of the Board and the ChairmanBank Board in 2016, including seeking input from Pearl Meyer, and determined that Trustmark’s overall governance would be enhanced by aligning the membership on the two Boards. The Board also felt that alignment between the two Boards was a prevailing “best practice” amongst comparable financial institutions, and it also determined that adding the four Bank Board members as Board members would help ensure adequate Board leadership in view of the Board.expected retirement of a number of Board members over the next few years.

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.

To be eligible to serve on the Board, each director is required to own in his or her own right,at least $1,000 of common or preferred stock of Trustmark having an aggregate par, fair market or equity value of not less than $1,000 as of the most recent of (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of the director’s most recent election to the Board.Trustmark. In addition, each director must own a minimum of 6,0008,000 shares of Trustmark stock within five years of joining the Board. Upon attaining the age of 70, a director is required to retire from the Board effective upon completion of his or her then current term of office.

Personal Traits

Board service is an extremely important, high profile role and carries with it significant responsibility. For that reason, it is important that all directors possess a certain set of personal traits, including:

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 Nominating Committee assists the Board by identifying individuals qualified to serve as Board members and by recommending to the Board the director nominees for election at the next annual meeting of shareholders. The Board believes that each director nominee possesses the personal traits described above and that each director nominee forwho has served in a position of Board leadership also demonstrates the additional leadership 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 9.10.

PROPOSAL 1:  ELECTION OF DIRECTORS

The Board has fixed the number of directors for the coming year at eleven. David H. Hoster II,14. Daniel A. Grafton, a current director who has served on the Board since 2008,2007, has reached the Board’s mandatory retirement age and is not eligible to stand for re-election to the Board at the Annual Meeting. Mr. Hoster’sGrafton’s service as a director will end at the Annual Meeting. The nominees listed herein have been proposed by the Board for election at the meeting. Shares represented by valid proxies will, unless authority to vote is withheld, be voted in favor of the proposed slate of eleven14 nominees. InUnder the electionmajority voting standard adopted in 2016, directors must receive a majority of directors, each shareholder may vote his shares cumulatively by multiplyingthe votes cast in order to be elected (that is, the number of shares he is entitled to vote byvoted “for” a director must exceed the number of directors to be elected. This product constitutes the number of votes the shareholder may cast for one nominee or distribute among any number of nominees. The proxies reserve the right, in their discretion, to vote cumulatively.shares voted “against” that director). If a shareholder withholds authority for onenominee who is an incumbent director is not elected to the Board, and no successor is elected, such nominee must tender his or more nominees and does not direct otherwise,her resignation to the total number of votesBoard. The Nominating Committee will then make a recommendation to the shareholder is entitled to cast will be distributed among the remaining nominees.

Should any of these nominees be unableBoard on whether to accept or reject the nomination,resignation, or whether to take other action. The director who tenders his or her resignation may not participate in the votes which otherwise would have been cast forrecommendation of the nominee(s) will be voted for such other person(s) asNominating Committee or the decision of the Board shall nominate. 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 persons who will be elected to the Board will be the eleven nominees receiving the highest number of votes.

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

The Nominees

		Adolphus B. Baker, 5960 Director of Trustmark since 2007   Trustmark Corporation Committees:     •    Enterprise RiskExecutive     •    Human Resources     •    Nominating		Career Highlights:          •    Chairman, President and CEO, Cal-Maine                Foods, Inc.                (Producer and Distributor of Shell Eggs)   Other Directorships:          •    Trustmark National Bank          •    Cal-Maine Foods, Inc.

Experience and qualifications:Mr. Baker’s position as president and chief executive officer and chairman of another publicly-traded company 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 for Trustmark National Bank, and particularly as the Bank Board’s Asset Liability Committee Chairman, 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.

		Tracy T. Conerly, 51William A. Brown, 59 Nominated for Director of Trustmark since 2015 Trustmark Corporation Committees:in 2017     •    Audit and Finance		Career Highlights:Highlights:     •    Partner Emeritus, Carr, Riggs & Ingram, LLCPresident and CEO, Brown          Bottling Group, Inc.(Beverage          (Accounting)Distributor)		Other Directorships:         •    Trustmark National Bank Former Directorships:         •    BancTrust Financial Group, Inc.

Experience and qualifications:  Mr. Brown serves as president and chief executive officer of a regional beverage distributor based in Mississippi. He serves on the Boards of the Pepsi Cola Bottlers Association and Wis-Pak/WP Beverages. 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 also serves on the Trustmark National Bank Board and has served on the Credit Policy 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.

		James N. Compton, 67 Nominated for Director of Trustmark in 2017 Career Highlights:     •    President and CEO, Cooperative Energy          (Electric Power Cooperative)		Other Directorships:         •    Trustmark National Bank

Experience and qualifications:  Mr. Compton serves as president and chief executive officer of a member-owned, not-for-profit electric generation and transmission cooperative that supplies wholesale electricity and other services to its members. Mr. Compton’s legal background and business acumen provide him with the skills necessary to contribute invaluable insight and broad perspective to Board discussions. In addition, Mr. Compton continues to serve on the Trustmark National Bank Board as a member of the Asset Liability Committee, which provides him with a solid understanding of Trustmark’s balance sheet strategy.

		Tracy T. Conerly, 52 Director of Trustmark since 2015 Trustmark Corporation Committees:     •    Audit and Finance (Chair)     •    Executive     •    Nominating		Career Highlights:         •    Partner Emeritus, Carr, Riggs & Ingram, LLC               (Accounting) Other Directorships:         •    Trustmark National Bank

Experience and qualifications:Mrs. Conerly’s experience as a former partner at a large certified public accounting firm and former director of BancTrust Financial Group, Inc. (BancTrust), which was acquired by Trustmark in 2013, has provided her with significant financial and accounting expertise, in particular in the areas of auditing and tax. Mrs. Conerly’s years of service as a director of BancTrust, and BancTrust’s subsidiary banks in Alabama and Florida, provide her with valuable experience in financial institution governance and an understanding of markets that are a strategic focus for Trustmark. Mrs. Conerly has also served on the Trustmark National Bank 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.

		Toni D. Cooley, 5556 Director of Trustmark since 2013   Trustmark Corporation Committees: •    Enterprise Risk (Chairman)(Chair) •    Executive •    Nominating		Career Highlights:         •    CEO, Systems Electro Coating LLC (Provider of Electrocoating and Related Services to Original Equipment Manufacturers)   Other Directorships:         •    Trustmark National Bank         •    Sanderson Farms, Inc.

Experience and qualificationsqualifications:  :  Ms. Cooley is the chief executive officer of the Systems Group of Companies, which includes Systems Electro Coating, LLC, a Tier One supplier to Nissan, and Systems Automotive Interiors, a Tier One supplier to Toyota. She holds a Juris Doctor degree and is a director for another publicly-traded company as well as several non- publicnonpublic organizations. In addition, Ms. Cooley has served on the Trustmark National Bank boardBoard as a member of both the Credit Policy and Enterprise Risk Committees,Committee, which has given her a solid understanding of Trustmark’s core business and conservative values. Her leadership experience and business knowledge, with expertise in fields ranging from law to operations and technology, equip Ms. Cooley with the ability to contribute invaluable insight and broad perspective to Board discussions.

		J. Clay Hays, Jr., M.D., 51 Daniel A. Grafton, 69 Nominated for Director of Trustmark since 2007 Trustmark Corporation Committees:in 2017 •    Executive (Chairman) •    Human Resources •    Nominating		Career Highlights:Highlights:     •     RetiredCardiologist, Partner, President, L-3 Communications            Vertex AerospaceJackson Heart Clinic, PA (Provider of Aviation and Aerospace Services)         •    Chairman, Trustmark Corporation         •    Chairman, Trustmark National Bank		Other Directorships:         •    Trustmark National Bank

Experience and qualifications:qualifications  Prior to his retirement, Mr. Grafton served as president: Dr. Hays is President of a leading aviationJackson Heart Clinic, PA, one of the largest cardiology groups in Mississippi. He is the Executive Medical Director and aerospace services provider. During his career, Mr. Grafton also served as president and chief executive officer as well as chief operating officer for Raytheon Aerospace, a division of Raytheon Company, a publicly-traded company. His extensive business background, together with his experience on numerous boards and committees, has equipped him with the leadership and consensus-building skills necessary to serve as the Chairman of the Board of the Mississippi Heart and ExecutiveVascular Institute of St. Dominic’s Hospital. He also serves as Chairman of the Board of the Mississippi State Medical Association and the Mississippi Healthcare Solutions Institute. He is a board member of the Medical Assurance Company of Mississippi, a statewide medical malpractice insurer. 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 Asset Liability Committee Chairman.of Trustmark National Bank.

		Gerard R. Host, 6162 Director of Trustmark since 2010   Trustmark Corporation Committees: •    Executive		Career Highlights:         •    President and CEO, Trustmark Corporation         •    President and CEO, Trustmark National Bank   Other DirectorshipsDirectorships::         •    Trustmark National Bank

Experience and qualifications:Mr. Host became president and chief executive officer of Trustmark Corporation and Trustmark National Bank, effective January 1, 2011, having served as president and chief operating officer of Trustmark National Bank prior to that time. He also currently serves as a director of the Federal Reserve Bank of Atlanta. Throughout his 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.

		John M. McCullouch, 6869 Director of Trustmark since 2005   Trustmark Corporation Committees:     •    Enterprise Risk     •    Executive     •    Human Resources (Chairman)(Chair)     •    Nominating (Chairman)		Career Highlights:         •    Associate Dean - Metro Jackson, University              of Mississippi School of Law (Retired)         •    Retired    President, AT&T Mississippi (Retired)   Other Directorships:         •    Trustmark National Bank

Experience and qualifications:Mr. McCullouch iswas an associate dean of the University of Mississippi School of Law and was the former president of the Mississippi division of a major telecommunications company. Mr. McCullouch’s legal background and business acumen provide him with the necessary skills to assess corporate governance matters and formulate strategy relative to Board planning and oversight. In addition, through his broad and extensive service on other non-publicnonpublic boards, Mr. McCullouch is attuned to the necessity of diversity from various perspectives, which is essential to his service ason the Nominating Committee Chairman and as Chair of the Human Resources Committee Chairman.Committee.

		Harris V. Morrissette, 5657 Nominated for Director of Trustmark since 2016 Trustmark in 2016Corporation Committees:     •    Audit and Finance     •    Enterprise Risk		Career Highlights: •    President, China Doll Rice & Beans Inc. / Dixie Lily Foods •    Former President and CEO, Marshall Biscuit      Biscuit Company, Inc.		Other Directorships:         •    Trustmark National Bank         •    International Shipholding Corporation          Former Directorships: •    BancTrust Financial Group, Inc.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 extensive experience in this industry has provided him with significant marketing and business leadership skills. Mr. Morrissette also serves on the Bank Board andCredit Policy Committee of Trustmark National Bank. He is a former director of BancTrust, providingwhich provided him with valuable industry knowledge.

		Richard H. Puckett, 6162 Director of Trustmark since 1995   Trustmark Corporation Committees:     •    Audit and FinanceExecutive     •    ExecutiveHuman Resources     •    Nominating		Career Highlights:         •    Chairman and CEO, Puckett Machinery              Company                  (Distributor(Distributor of Heavy Earth Moving Equipment)Equipment and Engine Power Systems)   Other Directorships:         •    Trustmark National Bank

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 serves southern Mississippi, including Jackson, Mississippi, where Trustmark maintains its administrative headquarters.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 provide valuable perspective to his service as Chair of the Trustmark National Bank Credit Policy Committee.

		R. Michael Summerford, 6768 Director of Trustmark since 2005 Chairman of the Board since January 1, 2017   Trustmark Corporation Committees: •    Audit and Finance (Chairman) •    Executive (Chair) •    Human Resources •    Nominating		Career Highlights:         •    Former President and COO, ChemFirst, Inc. (Manufacturer of Electronic and Specialty Chemicals)   Other Directorships:         •    Trustmark National Bank (Chair)

Experience and qualificationsqualifications::  Mr. Summerford has served as the president and chief operating officer and chief financial officer of another publicly-traded company. He was also a certified public accountant. His career experience has resulted in Mr. Summerford’s expertise in understanding financial statements, accounting methodologies and compensation practices, which is essential to his service ason the Audit and Finance Committee, Chairman, as one of the Board’s audit committee financial expertexperts and as a member of the Human Resources Committee. His extensive business background has equipped him with the leadership and consensus-building skills necessary to serve as Chairman of the Board and of the Executive Committee.

		Harry M. Walker, 66 Nominated for Director of Trustmark in 2017 Career Highlights:     •    President, Mississippi Business and           Community Relations, Trustmark           National Bank (Retired)		Other Directorships:         •    Trustmark National Bank

Experience and qualifications: Mr. Walker has extensive banking and financial services experience, having retired after serving 44 years at Trustmark in numerous leadership positions, including Chief Lending Officer and President of the Central Mississippi Region. Mr. Walker’s long-standing history with Trustmark, including his membership on the Board of Directors of Trustmark National Bank, provides a valuable source of knowledge and stability to the Bank’s Asset Liability and Credit Policy Committees on which he serves.

		LeRoy G. Walker, Jr., 6667 Director of Trustmark since 2009   Trustmark Corporation Committees:     •    Audit and Finance		Career Highlights:         •    President, LTM Enterprises, Inc. (Retail Quick Service Restaurant Consulting and Former McDonald’s Franchisee)   Other Directorships:         •    Trustmark National Bank

Experience and qualifications:Mr. Walker has years of experience in retail Quick Service Restaurant consulting and is a former owner/operator of a franchise of a major national restaurant chain. Mr. Walker’s experience in this regard has provided him with a unique and broad perspective of marketing and customer needs. His business skills and experiences on numerous non-public and civic boards demonstrate his ability to work successfully as part of a team and enable him to contribute diverse perspectives to Board discussions. Mr. Walker also serves on the Asset Liability Committee and Credit Policy Committee of Trustmark National Bank.

		William G. Yates III, 4344 Director of Trustmark since 2009 Trustmark Corporation Committees:     •    Enterprise Risk		Career Highlights:         •    President and CEO, W.G. Yates & Sons               Construction Company (Construction)   Other Directorships:         •    Trustmark National Bank

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 also a member of the Trustmark National Bank Credit Policy Committee.

BENEFICIAL OWNERSHIP OF TRUSTMARK STOCK

Securities Ownership by Certain Beneficial Owners and Management

The following table reflects the number of Trustmark shares beneficially owned by (a) persons known by Trustmark to be the beneficial owners of more than 5% of its outstanding shares, (b) current directors and director nominees, (c) each of the named executive officers (NEOs) within the Executive Compensation section, and (d) current directors and executive officers of Trustmark as a group. The persons listed below have sole voting and investment authority for all shares except as indicated. The percentage of outstanding shares of common stock owned is not shown where less than 1%. All percentage computations are based on 68,293,38868,162,997 shares of Trustmark common stock outstanding as of February 1, 2016,2017, which includes unvested restricted stock. As of February 1, 2016,2017, there were no options outstanding.

(3)

According to Amendment No. 4 to Schedule 13G filed with the SEC on February 12, 2015,9, 2017, by State Street Corporation,The Vanguard Group, as of December 31, 2014, State Street Corporation,2016, The Vanguard Group, through its subsidiaries, has sharedsole voting power with respect to 80,335 shares of Trustmark common stock and sharedsole investment power with respect to 3,565,8035,138,527 shares of Trustmark common stock. The aggregate amount beneficially owned by each reporting person was 5,222,829 shares of Trustmark common stock. The foregoing information has been included solely in reliance upon the disclosures contained in the referenced amended Schedule 13G.

(4)

According to an Amendment No. 3 to Schedule 13G filed with the SEC on February 10, 2016,9, 2017, by The Vanguard Group,Dimensional Fund Advisors LP, as of December 31, 2015, The Vanguard Group2016, Dimensional Fund Advisors LP, through its subsidiaries, has sole voting power with respect to 83,9204,537,631 shares of Trustmark common stock and sole investment power with respect to 4,433,162 shares of Trustmark common stock, shared voting power with respect to 4,300 shares of Trustmark common stock and shared investment power with respect to 84,4204,664,021 shares of Trustmark common stock. The foregoing information has been included solely in reliance upon the disclosures contained in the referenced amended Schedule 13G.

(5)

Includes 5,5633,942 shares of restricted stock with respect to which Messrs. Baker, Grafton, Hoster, McCullouch, Puckett, Summerford, L. Walker and Yates and Ms. Cooley each havehas sole voting power but which cannot be transferred prior to vesting.

(6)

Includes 3,6611,800 shares of restricted stock with respect to which Messrs. Brown, Compton, Hays and Morrissette each has sole voting power but which cannot be transferred prior to vesting.

(7)	Includes 500 shares held in trust of which Mr. Brown is the co-trustee and sole beneficiary.

(8)	Includes 1,700 shares as to which Mr. Compton shares voting and investment power with his spouse.

(9)	Includes 2,921 shares of restricted stock with respect to which Mrs. Conerly has sole voting power but which cannot be transferred prior to vesting.

(7)(10)

Includes 21,70916,977 shares of restricted stock with respect to which Messrs. Dewey, Greer and Stevens each have sole voting power but which cannot be transferred prior to vesting.

(8)(11)

Includes 33,14324,593 shares as to which Mr. Dewey shares voting and investment power with his spouse.

(12)	Includes 200 shares as to which Dr. Hays shares voting and investment power with his spouse.

(13)	Includes 20,069 shares as to which Mr. Stevens shares voting and investment power with his spouse.

(14)	Includes 29,285 shares as to which Mr. Grafton shares voting and investment power with his spouse.

(9)(15)

Includes 101,90476,882 shares of restricted stock with respect to which Mr. Host has sole voting power but which cannot be transferred prior to vesting.

(10)(16)

Includes 2,540 shares of restricted stock with respect to which Mr. Morrissette has sole voting power but which cannot be transferred prior to vesting.

(11)

Includes 4,72075,138 shares owned by his spouse and children as to which Mr. Puckett has no voting or investment control.

(12)(17)

Includes 18,92714,195 shares of restricted stock with respect to which Mr. Tyler has sole voting power but which cannot be transferred prior to vesting, 8,472 shares as to which Mr. Tyler shares voting and investment power with his spouse and 500 shares owned by his spouse as to which Mr. Tyler has no voting or investment control.

(18)	(13)Includes 4,867 shares of restricted stock with respect to which Mr. H. Walker has sole voting power but which cannot be transferred prior to vesting and 47,024 shares as to which Mr. H. Walker shares voting and investment power with his spouse.

(19)

Includes shares held directly or indirectly by 2423 individuals: the currently-serving directors and NEOs listed herein, as well as Trustmark’s other remaining executive officers. Of these, a total of 403,405291,969 are shares of restricted stock with respect to which the individuals have sole voting power but which cannot be transferred prior to vesting. None of these shares are pledged as security.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) requires Trustmark’s directors, executive officers and persons who own more than 10% of Trustmark’s common stock to file reports of their ownership and changes in ownership of Trustmark’s common stock. Trustmark prepares these reports for the directors and executive officers who request it on the basis of information obtained from them and Trustmark’s records. Based on the information available to Trustmark, Trustmark believes that none of its directors andor executive officers complied with all reporting requirements underfailed to file on a timely basis any reports required by Section 16(a) for 2015, withof the exception of Mrs. Conerly, whose initial report on Form 3 is considered late due to an inadvertent underreporting of shares held, which was subsequently corrected.Exchange Act during 2016.

EXECUTIVE COMPENSATION

Human Resources Committee

The Human Resources Committee of the Board (the Committee) is responsible for overseeing the development of a program to compensate Trustmark’s management in accordance with Trustmark’s compensation philosophy and objectives. TheDuring 2016, the Committee is currentlywas comprised of Messrs. McCullouch (Chairman), Baker, Grafton and Summerford, alland currently, the Committee is comprised of whomthose members as well as Mr. Puckett. All members of the Committee during 2016 and currently are “non-employee directors” (within the meaning of Rule16b-3Rule 16b-3 of the Exchange Act), “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended), “independent directors” (within the meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules) and otherwise eligible for compensation committee service under the NASDAQ Listing Rules. In addition, no Committee member is a current or former associate of Trustmark or any of its subsidiaries.

The Committee is authorized to retain experts, consultants and other advisors to aid in the discharge of its duties. In accordance with the Committee’s charter, the hiring of such advisors is at the Committee’s discretion, after considering the advisors’ independence.

In the past few years, the Committee has engaged PM&PPearl Meyer to provide various analyses and recommendations to aid the Committee in determining the amount and form of director and executive pay consistent with Trustmark’s compensation philosophy and to periodically test Trustmark’s pay-for-performance alignment. Starting in late 2014 and continuing in 2015, management separately engaged PM&P to provide advice on base and incentive compensation for non-executive associates. PM&PPearl Meyer does not provide any consulting services to Trustmark other than to the Committee in connection with director and executive pay and to management in connection with non-executive associate compensation, and it maintains no other economicfinancial or other relationship with Trustmark.

The Committee has assessed the independence of PM&PPearl Meyer pursuant to SEC and NASDAQ rules and has concluded that the advice it receives from PM&PPearl Meyer is objective and not influenced by other relationships that could be viewed as conflicts of interest, including the advice PM&P provides to management relating to non-executive/non-director compensation matters.interest.

Compensation Discussion and Analysis

The following discussion addresses the compensation determinations relating to Trustmark’s NEOs and the rationale for those determinations and should be read in conjunction with the compensation tables for the NEOs beginning on page 19.30. Although considered “officers” of Trustmark Corporation under the Exchange Act, the NEOs’ compensation, except for equity awards under Trustmark’s stock and incentive compensation plans, is paid by the Bank.

Executive Summary.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.

The Committee believes that its current executive compensation program is workinghelping to achieve these goals as evidenced by aligning compensation with Trustmark’s strong financial performance in 2015.performance. Key financial and operating results for the year2016 include the following:

Financial Metrics and Ratios

As described below, Trustmark continueduses both its annual management incentive plan and performance-based equity awards in its executive compensation program to build upon and expand customer relationships, especially in the Alabama, Florida, Tennessee and Texas markets, continued to improve credit quality, and continued to invest in technology and infrastructure to optimize retail delivery channels to enhance productivity and efficiency and support future growth.

Trustmark’shelp link executive compensation with company performance. The performance-based equity awards are measured utilizingusing two financial measures over a three-year period: ROATEreturn on average tangible common equity (ROATE) and total shareholder return (TSR), which includes dividends. For the three years ended December 31, 2015,2016, Trustmark ranked in the 56.9th44th percentile for ROATE and in the 4.6th53rd percentile for TSR among the 2321 peer companies utilized in Trustmark’s 20132014 performance-based restricted stock awards. Trustmark’s ROATE continued to reflect strong performance relative to its peer group, while Trustmark’s TSR relative to its peer group continued to be affected by significant appreciation in stock values by certain of the peer companies in the three years ended December 31, 2015. Trustmark’s TSR equaled 10.65% for the three years ended December 31, 2015.

While the overall structureThe key components of Trustmark’s 2015 executive compensation program remained relatively unchanged from 2014,in 2016 include the following are the material items pertaining to the NEOs:following:

Guiding Philosophy.The Committee’s guiding philosophy is to attract and retain highly qualified executives and to motivate them to maximize shareholder value while limiting risk appropriately and maintaining the safety and soundness of the organization. The Committee believes that the total compensation opportunity available to members of management should consist of base salary, annual cash bonuses, equity-based compensation, retirement benefits and perquisites, each of which is a standard compensation component for NEOs at Trustmark’s peer companies. The following objectives serve as guiding principles for all compensation decisions:

Alignment Between Pay and Performance.Trustmark is committed to aligning the compensation of the executive officers with Trustmark’s financial and operational performance. The Committee uses annual incentive cash bonuses and performance-based equity awards to link executive pay with Trustmark’s performance. Annual cash bonuses, which are earned

As a result of the structure of Trustmark’s annual management incentive plan and in recent years have represented approximately 32% of the CEO’s and 29% of the other NEOs’ total annual compensation, are earned based on Trustmark’s achievement of key corporate, strategic and line of business performance goals, as applicable, from Trustmark’s annual profit plan. A minimum achievement of 80% of the budgeted goals is required to earn the minimum annual cash bonus, and Trustmark performance that exceeds the budgeted goals results in higher bonus awards for the year. Performance-basedits performance-based equity awards, grants of which in 2015 represented approximately 25% (for the CEO) and 15% (for the other NEOs) of each NEO’s total annual compensation, are earned based on Trustmark’s achievement of ROATE and TSR compared to Trustmark’s peer group over a three-year performance period, with vesting up to 200% in the event of performance at or above the 75th percentile of the peer group for both measures.

In the case of Mr. Tyler, Trustmark also has a quarterly production bonus incentive based on the mortgage department’s production. Mr. Tyler’s production bonus is calculated based on a percentage of total mortgage production above a threshold production level, which links his quarterly compensation to Trustmark’s mortgage department performance.

The Committee believes that Trustmark’s strong financial performance in the past three years demonstrates that the executive compensation programs are working as intendedpaid to promote both short-term and long-term success of Trustmark,its NEOs is effectively aligned with total annual compensation earned affected either positively or negatively based on corporateTrustmark’s performance. Average payouts of annual cash bonuses under the management incentive plan of 142%129% 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-based equity awards of 63%96%, 88%63% and 77%88% for the three years ended December 31, 2016, 2015 2014 and 2013,2014, respectively, reflects how the amount of this incentive compensation earned depends entirely on Trustmark’s performance compared to its peer companies. During the three years ended December 31, 2015, Trustmark’s ROATE continued to reflect strong performance relative to its peer group, while its TSR compared to peers continued to be affected by significant stock price fluctuations, which has resulted in less than the target (100%) vesting for the 2013 performance-based equity awards. As a result, the Committee believes that Trustmark’s executive compensation is appropriately aligned with the level of corporate performance directly and in comparison to Trustmark’s peer companies.

20152016 Say on Pay Vote.In 2015, Trustmark asked its shareholders, through an2016, the advisory shareholder vote to approve theon Trustmark’s executive compensation of the named executive officers as described in the proxy statement for the 2015 Annual Meeting of Shareholders. The advisory vote received overwhelming support from shareholders, receiving approval of over 98% of the votes cast on the proposal. The Committee considered the results of this advisory vote on Trustmark’s executive compensation by Trustmark’s shareholders, and inIn light of such strong support, during the remainder of 2015 and in 2016

and in 2017, the Committee has continued to apply the same compensation philosophy and practices that were described in the 20152016 proxy statement in determining amounts and types of executive compensation. The Committee believes that the strong shareholder support for approval of the executive compensation as described in the 2015 proxy statement is evidence that Trustmark’s executive compensation program is appropriately tailored to Trustmark’s business strategies, appropriately aligns pay with performance and reflects industry best practices regarding executive compensation.

Board and Committee Process.The Committee reviews and recommends to the Board compensation levels for the CEO and CFO and reviews and recommends to the Bank Board compensation levels for the Bank’s executive management, based on Trustmark’s performance, individual performance and experience, as well as peer and broader financial services industry comparisons (referred to as market data) and company affordability analysis. The Committee initiates, develops and recommends for approval by the Board the cash and equity compensation of the CEO, based on the Committee’s evaluation of the CEO’s performance relative to annual corporate goals and objectives and in conjunctioninput provided by Pearl Meyer and internal human resources personnel. As necessary, the Committee will also request that Pearl Meyer provide it with comparativesurvey 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 provided by PM&Pfrom Pearl Meyer every year, and internalin years when such data provided by human resources personnel.is not requested, Trustmark will apply customary aging methods to estimate appropriate updates to salary data. For cash compensation of the other NEOs, the CEO, with input from the Human Resources department, makes recommendations to the Committee, which are considered for approval by the Committee and then recommended to the Board in the case of the CFO and the Bank Board in the case of the other NEOs for their review and approval. With respect to equity compensation awarded to other NEOs and associates, the Committee reviews and recommends stock-based awards for approval by the Board. The Committee has delegated authority to the CEO to grant limited equity awards to senior level officers,key associates, which are reviewed by the Committee. The Committee also administers Trustmark’s equity-based compensation plans, deferred compensation plans and other benefit plans.

The Chairman 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 believes that the total compensation opportunity available to members of management should consist of base salary, annual cash bonuses, equity-based compensation, retirement benefits and perquisites, each of which is a standard compensation component for NEOs at Trustmark’s peer companies. The Committee reviews all of thesethe 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.

The Committee, in consultation with management and PM&P, continues to evaluate the executive compensation program and will recommend changes when it believes appropriate in light of evolving company needs and industry best practices.

The Committee’s decisions regarding entering into change in control agreements with executive management and increasing the size of the annual equity-based awards granted to executive management, as further described below, illustrate this ongoing process. All determinations regarding the amount or form of executive compensation are made by the Committee, approved by the Board or Bank Board, as appropriate, and reflect factors and considerations in addition to the information and advice provided by any single source.

Guiding Philosophy.The Committee’s guiding philosophy is to attract and retain highly qualified executives and to motivate them to maximize shareholder value while limiting risk appropriately and maintaining the safety and soundness of the organization. The following objectives serve as guiding principles for all compensation decisions:

●

preferring that incentive compensation paid to NEOs will generally be deductible for federal income tax purposes, and

●

ensuring that policies and practices are in place to develop management talent, establish effective corporate governance and set management compensation at competitive levels.

Role of the Compensation Consultant.Consultant.  In the past few years, the Committee has engaged PM&PPearl Meyer to provide information, analyses and advice to aid in the determination of competitive non-employee director and executive pay consistent with Trustmark’s compensation philosophy. PM&P’sWith respect to Trustmark’s compensation program for non-employee directors and executives for 2016, Pearl Meyer’s services for the Committee during 2014 and a portion of 2015 for compensation to be paid in 2015 included:

PM&P made presentations on Trustmark’s executive compensationIn addition, during 2016 Pearl Meyer provided the Board with advice regarding changes to the corporate and annual incentive compensation practices at multiple Committee meetings during 2014Bank board structure and 2015 to planassistance in implementing a process for executive compensation to be paid in 2015.CEO succession.

Benchmarking.The Committee believes that pay practices at other companies provide useful reference information when establishing compensation for Trustmark’s executives. Therefore, among other factors, the Committee considers executive compensation information provided by PM&PPearl Meyer that is derived from two primary data sources: peer group data and market data from the banking and financial services industry, when determining the amount and form of compensation for executives.

Peer Group Data. The peer group data is gathered by PM&PPearl 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 PM&P,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 having similara combination of various factors that include asset size to Trustmark, offering similar banking functions and having similar organizational structure.business mix. All 2316 companies comprising the peer group for the Committee’s 20152016 executive compensation determinations were included in the same aspeer group used by the Committee for its 20142015 determinations. For 2016, the Committee updated Trustmark’s peer group to remove financial institutions with less than $10 billion in total consolidated assets, as the Dodd-Frank Wall Street Reform and Consumer Protection 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 a result of this update, First Financial Bancorp. (FFBC), First

Midwest Bancorp, Inc. (FMBI), Glacier Bancorp, Inc. (GBCI), Park National Corporation (PRK) and United Community Banks, Inc. (UCBI) were removed from Trustmark’s peer group for 2016. Additionally, FirstMerit Corporation (FMER) was initially included in Trustmark’s peer group, but was acquired during 2016 and was, therefore, removed from the peer group.

As of September 30, 2014,2015, the 2316 peer companies all had assets within a range of approximately 50%96% to 225%229% of Trustmark’s asset size, which is consideredthe 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 December 20142015 ranged from approximately $7.0$11.9 billion to $27.4$28.3 billion, and the market capitalizations ranged from approximately $1.1$1.6 billion to $5.1$4.3 billion. Although Trustmark’s market capitalization and asset size were both substantially below the median for this peer group.group, the Committee felt it appropriate to limit the peer group to institutions with at least $10 billion in assets, as these institutions are subject to the same regulatory mandates as Trustmark.

For 2015,2016, Trustmark’s peer group consisted of the following companies:

Market Data.  The market data used by the Committee consists of survey data of executive compensation for financial services companies that focus on the commercial banking industry, with an orientation toward regional bank holding companies with a total asset size comparable to Trustmark. This market data is compiled by PM&P from various published and private compensation surveys, and when available for a particular job responsibility, proxy statements of the peer group financial institutions, and provides information from a broad cross-section of financial services companies. The Committee does not have PM&P compile such market data every year. For years in between formal compilation of market data, Trustmark will apply customary aging methods to informally update salary data and/or will rely on the most current data from a prior year.

Use of Compensation Data.The Committee uses the peer group data primarily to establish performance goals for long-term incentive awards and to help evaluate its pay for performance alignment. The Committee also uses the peer group data and, theas applicable, survey data to assist with assessing Trustmark’s compensation competitiveness. The Committee is of the general view that, to attract, retain and motivate highly qualified executives, its executive compensation should be in the median range of compensation levels for management of similar-sized financial institutions with Trustmark’s level of corporate performance. Therefore, inIn making its 20152016 compensation recommendations, the Committee considered market data comparisons previously prepared by PM&PPearl Meyer for 2014, 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 light of the extensive review and analyses of Trustmark’s executive compensation conducted in 2013 for 2014 compensation, as well as overall industry and economic stability, the Committee did not engage Pearl Meyer to provide updated market data for 2016. The Committee intends to seek updated data periodically as part of its overall strategy for monitoring 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 new hires), company performance and company goals.

Compensation Mix.Mix.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. 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 2015 for the NEOs were as follows:

The compensation package of Mr. Tyler, President-Mortgage Services, differs from the other NEOs. In addition to the annual cash bonus opportunity under the management incentive plan, Mr. Tyler also receives a quarterly production bonus based on the mortgage department’s production, which accounted for approximately 25% of his total annual compensation in 2015. Mr. Tyler’s “Cash Bonus %” shown above reflects both his annual bonus under the management incentive plan and the mortgage department production bonuses he earned in 2015. 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.

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 2016 for the NEOs were as follows:

The Committee believes long-term equity awards are effective in aligning management’s interests with shareholder interests to increase overall long-term shareholder value,by rewarding NEOs for implementing long-term initiatives that take more than one fiscal year to accomplish, and promoting stability and continuity among the NEOs. However, a portion of the NEOs’ annual compensation is also linked to Trustmark’s short-termannual performance to motivate and reward executives to achieve annual profit plan objectives and to attract and retain talented executives. In making these decisions, the Committee considers the comparative market data and the recommendations of the CEO, among other things. Consistent with its executive compensation philosophy and goals, in 2015,2016, the Committee provided that for the senior-most levels of management 100% of short-termannual cash incentive payments and 67% of long-term equity-based awards would be determined bybased on achievement of performance achievement.

Base Salaries.  Trustmark’s goal is to provide its executive management with fixed cash compensation in the form of base salary that will attract and retain highly qualified executives. Trustmark also uses base salary to reward top performance, industry and job specific knowledge, experience and leadership ability. The base salaries for Trustmark’s NEOs are typically established in the first quarter of the year after Trustmark’s financial information and performance results from the previous year are available, although mid-year adjustments are made occasionally to reflect changes in responsibility or other developments.

In establishing the CEO’s base salary, the Committee typically considers PM&P’sPearl Meyer’s recommendations based on an analysis of peer group data and market data and also considers internal data provided by human resources personnel and the CEO’s individual performance and contributions relative to Trustmark’s corporate goals. In establishing base salaries of Trustmark’s other NEOs, the Committee typically considers the recommendations of the CEO, which are based on individual responsibility level, individual and company performance, total compensation histories for each NEO, the market data provided by PM&PPearl Meyer for similar positions and a general understanding of executive compensation in the financial services industry. The CEO evaluates the other NEOs’ performance using the same metrics normally used for determining annual incentive plan awards. The Committee considers each of these factors but does not assign a specific value to any of them. The Committee’s process also involves a subjective component in evaluating each NEO’s overall span of responsibility and control, knowledge and leadership ability.

With a focus on aligning executive compensation with shareholder interests and making long-term equity compensation more competitive,In light of the fact that base salaries were unchanged from 2014 to 2015, the Committee recommended and the Corporate Board and Bank Board, as appropriate, determined notapproved modest increases to increase base salaries for Messrs. Host, Greer, Dewey orand Stevens in 2015 in consideration of the increase in the size of the annual equity-based awards granted to them in 2015 as members of the executive strategy committee.for 2016. In view of his mortgage production bonus incentive opportunity, the Committee recommended and the Bank Board determined not to increase Mr. Tyler’s base salary in 2015.2016.

The base salaries as of December 31, 2014, remained in effect with no change during 2015 and 2016 were as shown below:

Cash Bonuses.  The Committee typically awards cash bonuses utilizing a structured, objective approach based upon the achievement of performance objectives set forth in an incentive plan. Cash bonuses constitute the largest cash component tied specifically to company performance. Cash bonuses under the annual management incentive plan are designed to reward achievement of Trustmark’s corporate goals and objectives, and, where applicable, line of business goals and objectives. The quarterly cash bonus under Mr. Tyler’s mortgage department production bonus incentive is designed to reward achievement of Trustmark’s goals with respect to mortgage loan production above a certain threshold level, consistent with the Bank’s mortgage origination guidelines.

Annual Management Incentive Plan. Key features of the annual management incentive plan, each as may be adjusted by the Committee, include:

At the beginning of each year, Trustmark develops a bonus matrix for the management incentive plan. The performance goals are keyed to various corporate, strategic and line of business goals, in Trustmark’s profit plan for the year, and the performance results at or slightly above the target levels are intended to be achievable, but challenging. In developingThe CEO recommends the bonus matrix the CEO recommends to the Committee, including overall incentive target payout levels for each NEO, stated as a percentage of base salary. The CEO also recommends performance measures, from Trustmark’s annual profit plan, such as NI, ROATE, credit quality measures and non-interest expense, each as may be adjusted by the Committee, and the weightings to be assigned to the performance measures for each NEO.

The Committee reviews the CEO’s recommendations along with, as applicable, market data to ensure that proposed target payout levels provide an appropriate opportunity to earn bonuses and are competitive with the companies in Trustmark’s peer group. In addition, the Committee reviews the recommended performance measures and weightings,

as well as the threshold and maximum performance ranges, and makes a recommendation to the Board for approval. In making its recommendation, the Committee may consider events outside the influence or control of the NEOs and may adjust the performance goals to exclude the effect of these events. The Committee did not include any such adjustments when

recommending the performance goals for 2015. 2016.

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 or after 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 for 2015.2016. 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 did not make any such changes or adjustments for the 2015 bonus payouts.

In 2014,As explained further below, after year-end 2016 the Committee engaged PM&P to evaluate the competitiveness of the opportunity provided by Trustmark’s management incentive plan and make recommendations to improve the plan’s pay for performance alignment and risk mitigation features, consistent with current best practices, emerging regulatory guidance and Trustmark’s compensation philosophy and strategic objectives, including an analysis of the plan’s performance goals relative to Trustmark’s peer company practices. Based on recommendations of PM&P, the Committee recommended and the Corporate and Bank Boards approved the following adjustments to the management incentive plancalculation of NI to exclude one-time net expenses related to the implementation of the Early Retirement Program (ERP) and the termination of the Capital Accumulation Plan, neither of which were contemplated at the time target levels and performance goals were set for 2015:2016.

With these adjustments incorporated, theThe following are the primary features of the management incentive plan:

The following table shows the threshold, target and potential maximum bonus payout levels established for each NEO under the management incentive plan, expressed as a percentage of base salary, for 2015:2016:

Mr. Host’s overall target bonus payout level is established in his employment agreement. For the other NEOs, the 2015 target bonus payout levels were consistent with the 2014 levels. For 2015,2016, overall incentive targets for NEOs were allocated among corporate performance goals, strategic operational drivers and, for NEOs working in specific lines of business, line of business goals. The corporate performance goals related to NI and ROATE, the strategic operational drivers related to revenue, efficiency (in the form of non-interest expense) and credit quality (in the form of non-performing assets to total loans and ORE), and the line of business goals related to these same or similar measures as applied to the specific line of business.

The following table shows the weightings of these goals for each NEO for 2015, which, similar to 2014, were selected for consistency in approach among NEOs with comparable responsibilities:2016:

For 20152016, the threshold and maximum performance levels continue to reflect the uncertainty of achieving the goals and provide variability in pay for changes in performance while also requiring high performance to reach the maximum payout level. IncludingFor the adjustments discussed above, for the 20152016 bonus matrix, the Committee recommended and the Board approved the following threshold and maximum performance levels for the NEOs:

Depending on performance achievement against the stated goals, the payout percentage, if any, for 20152016 could range from a level of 50% of the target bonus payout (for threshold performance achievement) to a level of 100% (for target performance achievement) to a level of 200% (for maximum performance achievement). If performance is below the threshold level for each of an NEO’s goals under the management incentive plan, no bonus is earned under the plan absent exercise of discretion by the Committee.

In early 2016,2017, the Committee reviewed Trustmark’s performance compared to the performance goals established under the management incentive plan for 2015.2016. In calculating NI for 2016 for purposes of the management incentive plan, the Committee decided to exclude one-time net expenses related to the implementation of the ERP and the termination of the Capital Accumulation Plan. The ERP was implemented in April 2016 for associates with specific age and service requirements. The costs and benefits of the ERP were not included in Trustmark’s Board-approved budget for 2016 and thus were not contemplated at the time target levels and performance goals were set for 2016. The ERP’s implementation resulted in severance and other costs of $9.8 million, which were offset by salary and benefits savings of $4.2 million, representing a net cost of $3.4 million, after tax, in 2016. The ERP is expected to provide an estimated $8.5 million in salary and benefit savings for years ending after 2016. In addition, as discussed further below, in July 2016 the Board authorized the termination of the Capital Accumulation Plan, effective as of December 31, 2016. Trustmark incurred $1.3 million ($820 thousand after-tax) of one-time expenses related to the termination of this plan, which expenses were similarly not included in Trustmark’s Board-approved budget for 2016. Accordingly, the Committee and Board approved an adjustment to NI, as reported, to exclude the one-time net expenses associated with these events, for purposes of determining achievement against the NI performance goal.

The following table shows the relevant performance goals established for 20152016 under the management incentive plan and the extent to which such goals were achieved:

Trustmark’s performance in 2015 resulted in average payouts for the NEOs under the management incentive plan of 116% of the target level. The Committee determined the bonus payments by applying the relevant weighting to the achievement of the applicable performance goals for each NEO. The bonus amounts for the CEO and CFO were approved by the Committee and by the Board in January 2016, and the bonus amounts for the otherall NEOs were approved by the Committee and by the Bank Board in February 2016.2017. On or about March 15, Trustmark paidwill pay the following annual cash bonuses for 20152016 performance under the management incentive plan:

These 20152016 annual cash bonus amounts are presented as Non-Equity Incentive Plan Compensation for 20152016 in the Summary“Summary Compensation Table for 2016” on page 32.30, including Mr. Tyler’s mortgage production bonus.

Discretionary Bonus. While the Committee generally awards cash bonuses under the management incentive plan, it awarded a $10,000 discretionary cash bonus to Mr. Dewey for his contributions to Trustmark’s overall performance in 2016.