<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
TRUSTMARK CORPORATION
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------------
3) Filing Party:
-------------------------------
4) Date Filed:
-------------------------------
<PAGE>
TRUSTMARK CORPORATION
Post Office Box 291, Jackson, Mississippi 39205-0291
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 11, 2000
TO THE SHAREHOLDERS:
The annual meeting of the shareholders of Trustmark Corporation, a
Mississippi corporation, will be held in the Trinity Ballrooms of the Holiday
Inn and Suites - North, located at 5075 I-55 North Frontage Road, Jackson,
Mississippi 39206, on Tuesday, April 11, 2000, at 10:00 A.M., local time, for
the following purposes:
1. To elect a board of twenty-three directors to hold office for the
ensuing year and until their successors are elected and qualified.
2. To transact such other business as may properly come before the
meeting.
Only those shareholders of record at the close of business on February
18, 2000, shall be entitled to receive notice of the meeting and vote at the
meeting.
You are urged to sign and return the enclosed proxy as promptly as
possible, whether or not you plan to attend the meeting in person. If you do
attend the meeting, you may then revoke your proxy prior to the voting thereof.
You may also revoke your proxy at any time prior to the voting thereof by
written notice to the Secretary of Trustmark Corporation or by delivery to the
Secretary of a subsequently dated proxy.
BY ORDER OF THE BOARD OF DIRECTORS.
/s/ T.H. Kendall III /s/ Richard G. Hickson
-------------------- ----------------------
T.H. Kendall III Richard G. Hickson
Chairman President and Chief Executive Officer
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
<PAGE>
TRUSTMARK CORPORATION
Post Office Box 291, Jackson, Mississippi 39205-0291
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
April 11, 2000
I. GENERAL
This proxy statement is being sent on or about March 10, 2000, in
connection with the solicitation by the Board of Directors of Trustmark
Corporation (Trustmark) of proxies for the annual meeting of shareholders to be
held in the Trinity Ballrooms of the Holiday Inn and Suites - North, located at
5075 I-55 North Frontage Road, Jackson, Mississippi 39206, on Tuesday, April 11,
2000, at 10:00 A.M., local time, and for any adjournment or adjournments
thereof, for the purposes set forth in the foregoing notice of annual meeting of
shareholders.
Any shareholder giving a proxy has the right to revoke it at any time
prior to its exercise on the specific matter to be voted upon by written notice
to the Secretary, by revocation in person at the meeting, or by delivery to the
Secretary of a subsequently dated proxy. All valid proxies received by Trustmark
will be voted in accordance with the instructions indicated in such proxies. If
no instructions are indicated in an otherwise properly executed proxy, it will
be voted for the slate of directors proposed by the Board of Directors.
Shareholders of record at the close of business on February 18, 2000,
are entitled to notice of and to vote at the meeting in person or by proxy. A
majority of the shares outstanding constitute a quorum. On the record date,
Trustmark had outstanding 69,644,393 shares of common stock. Except in the
election of directors, each share is entitled to one vote, and action on a
matter is approved if the votes cast in favor of the action exceed the votes
cast opposing the action. Abstentions are counted for purposes of determining a
quorum, but are otherwise not counted.
Solicitation of proxies will be primarily by mail. Employees of
Trustmark and its subsidiaries may be used to solicit proxies by means of
telephone or personal contact, but at no additional compensation. Banks,
brokers, trustees, and nominees will be reimbursed for reasonable expenses
incurred in sending proxy materials to the beneficial owners of such shares. The
total cost of the solicitation will be borne by Trustmark.
The Board of Directors is not aware of any additional matters which are
likely to be brought before the meeting. If other matters do come before the
meeting, the persons named in the accompanying proxy or their substitutes will
vote the shares represented by such proxies in accordance with the
recommendations of the Board of Directors of Trustmark.
II. ELECTION OF DIRECTORS
The following slate of twenty-three nominees has been proposed by the
Board of Directors for election at the meeting. Shareholders may make
nominations at the meeting. The shares represented by the proxies will, unless
authority to vote is withheld, be voted in favor of these persons. In the
election of directors, each shareholder may vote his shares cumulatively by
<PAGE>
multiplying the number of shares he is entitled to vote by the number of
directors to be elected. This product shall be the number of votes the
shareholder may cast for one nominee or by distributing this number of votes
among any number of nominees. The proxies reserve the right, in their
discretion, to vote cumulatively. If a shareholder withholds authority for one
or more nominees and does not direct otherwise, the total number of votes the
shareholder is entitled to cast will be distributed among the remaining
nominees. Should any of these nominees be unable to accept the nomination, the
votes which otherwise would have been cast for that nominee will be voted for
such other persons as the Board of Directors shall nominate. Each director is
elected to hold office until the next annual meeting of shareholders and until
his successor is elected and qualified. The persons who will be elected to the
Board of Directors will be the twenty-three nominees receiving the largest
number of votes.
NOMINEES
- --------
J. Kelly Allgood, Age 59, Principal Occupation - President, Mississippi
BellSouth, Director of Trustmark since 1991.
Reuben V. Anderson, Age 57, Principal Occupation - Partner, Phelps Dunbar, L. L.
P. (Attorneys), Director of Trustmark since 1980, Holds Directorships in The
Kroger Company, BellSouth Corporation and Mississippi Chemical Corporation (1).
Adolphus B. Baker, Age 43, Principal Occupation - President and Chief Operating
Officer, Cal-Maine Foods, Inc. since January 1997; Vice President, Marketing
from June 1989 to January 1997 (Egg Processor), Director of Trustmark since
1999.
John L. Black, Jr., Age 60, Principal Occupation - Chairman and Chief Executive
Officer, The Waverly Group, Inc. (Owns and Manages Nursing Home Facilities),
Director of Trustmark since 1990.
William C. Deviney, Jr., Age 54, Principal Occupation - Chief Executive Officer,
Deviney Construction Company, Inc., (Telecommunications Construction), Director
of Trustmark since 1995.
D. G. Fountain, Jr., Age 63, Principal Occupation - President, Fountain
Construction Company, Inc. (Mechanical and Electrical Contractors), Director of
Trustmark since 1980.
C. Gerald Garnett, Age 55, Principal Occupation - Chief Executive Officer,
Southern Farm Bureau Casualty Insurance Company and Southern Farm Bureau
Property Insurance Company, Director of Trustmark since 1993.
Richard G. Hickson, Age 55, Principal Occupation - President and Chief Executive
Officer, Trustmark Corporation and Vice Chairman and Chief Executive Officer,
Trustmark National Bank since May 1997; previously President and Chief Operating
Officer, SouthTrust Bank of Georgia, N. A. from 1995 to May 1997, Director of
Trustmark since 1997.
Matthew L. Holleman III, Age 48, Principal Occupation - President and Chief
Executive Officer, Mississippi Valley Gas Company (Natural Gas Distribution),
Director of Trustmark since 1994.
<PAGE>
Gerard R. Host, Age 45, Principal Occupation - Treasurer, Trustmark Corporation
since September 1995; President and Chief Operating Officer - Financial Services
Group, Trustmark National Bank since September 1999; previously Executive Vice
President and Chief Financial Officer from November 1995 to September 1999 and
Executive Vice President and Chief Investment Officer from September 1994 to
November 1995, Director of Trustmark since 1999.
Fred A. Jones, Age 64, Principal Occupation - President, Columbus Manafacturers,
Inc. (Mail Order Distributor); President, Columbus Marble Works, Inc.
(Manafacturer of Marble and Granite Monuments and License Plates), Director of
Trustmark since 1994.
T. H. Kendall III, Age 63, Principal Occupation - President and General Manager,
The Gaddis Farms, Inc. (Farming, Banking, Oil Production), also serves as
Chairman of the Board, Trustmark National Bank since February 1999 and Chairman
of the Board, Trustmark Corporation since April 1999, Director of Trustmark
since 1971.
Larry L. Lambiotte, Age 52, Principal Occupation - Co-Owner, Falco Lime, Inc.
(Lime Sales), Director of Trustmark since 1995.
Donald E. Meiners, Age 64, Principal Occupation - Retired President and Chief
Executive Officer, Entergy Mississippi, Director of Trustmark since 1994.
William Neville III, Age 59, Principal Occupation - President, The Rogue, Ltd.
(Men's Retailer), Director of Trustmark since 1980.
Richard H. Puckett, Age 45, Principal Occupation - President and Chief Executive
Officer, Puckett Machinery Company (Distributor of Heavy Earth Moving
Equipment), Director of Trustmark since 1995.
William K. Ray, Age 63, Principal Occupation - President and Chief Executive
Officer, Asbury Foundation of Hattiesburg, Inc. since 1999 (Public
Educational/Cultural Foundation); Prior to 1999, President and Chief Executive
Officer, Wesley Health System (Hospital and Health Care Holding Company),
Director of Trustmark since 1998.
Charles W. Renfrow, Age 53, Principal Occupation - President, Terry Investments,
LLC since 1999 (Real Estate Investments); Prior to 1999, President, Renfrow
Supply, LLC (Supplier of Commercial and Residential Construction Material) and
President, Renfrow Insulation, LLC (Commercial and Residential Insulation),
Director of Trustmark since 1995.
Harry M. Walker, Age 49, Principal Occupation - Secretary, Trustmark
Corporation; President and Chief Operating Officer - General Banking Group,
Trustmark National Bank, Director of Trustmark since 1992.
LeRoy G. Walker, Jr., Age 50, Principal Occupation - President, LTM, Inc.
(McDonald's Restaurant Franchise), Director of Trustmark since 1995.
<PAGE>
Paul H. Watson, Jr., Age 61, Principal Occupation - President, Farmers Tractor
Company, Inc., Director of Trustmark since 1989.
Kenneth W. Williams, Age 58, Principal Occupation - Secretary-Treasurer,
Coca-Cola/Dr Pepper Operations of Corinth/Tupelo; President, Refreshments, Inc.,
Director of Trustmark since 1998.
Allen Wood, Jr., Age 56, Principal Occupation - Director, CPE-Mississippi,
ITC^DeltaCom since August 1999 (Telecommunications); Prior to 1999, President
and Chief Executive Officer, Scientific Telecommunications, Inc.
(Telecommunications Equipment Sales and Service), Director of Trustmark since
1993.
(1) These are directorships with corporations subject to the registration or
reporting requirements of the Securities Exchange Act of 1934 or registered
under the Investment Company Act of 1940.
<PAGE>
III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On February 18, 2000, Trustmark had outstanding 69,644,393 shares of
common stock, no par value, owned by approximately 5,700 shareholders. The
following is certain information about shareholders beneficially owning more
than five percent of the outstanding common stock of Trustmark.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
Robert M. Hearin 7,900,034 11.34%
Foundation; Robert M.
Hearin Support
Foundation (1)
711 West Capitol Street
Jackson, MS 39207
Trustmark National 5,965,193 8.57%
Bank (2)
248 East Capitol Street
Jackson, MS 39201
(1) Includes 383,928 shares owned by the Robert M. Hearin Foundation,
2,956,862 shares owned by the Robert M. Hearin Support Foundation,
4,281,244 shares owned by Capitol Street Corporation, 273,000 shares
owned by Bay Street Corporation and 5,000 shares owned by Mississippi
Valley Gas Company. Capitol Street Corporation is a 100 percent owned
subsidiary of Galaxie Corporation, which may be deemed to be controlled
by the Robert M. Hearin Support Foundation. Does not include 508,854
shares held in the Mississippi Valley Gas Company pension plan, since
Trustmark National Bank (the Bank) has voting and investment authority
over these shares. Voting and investment decisions concerning shares
beneficially owned by the Robert M. Hearin Foundation and the Robert M.
Hearin Support Foundation are made by the Foundations' trustees: Robert
M. Hearin, Jr., Matthew L. Holleman III, Daisy S. Blackwell, E.E.
Laird, Jr., Laurie H. McRee and Alan W. Perry.
(2) Represents shares held by the Bank's Trust Department in various
capacities in which the Bank has investment or voting authority. As a
matter of policy, the Bank's Trust Department has declined to exercise
its voting and investment authority with respect to these shares.
<PAGE>
IV. OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT
The following table reflects the number of Trustmark common shares
beneficially owned by directors and nominees, each of the executive officers
named in Section V and the directors and executive officers of Trustmark as a
group. The persons listed have sole voting and investment authority for all
shares except as indicated. Percent of outstanding shares of common stock owned
is not shown where less than one percent.
Amount and Percent of
Nature of Outstanding
Beneficial Shares of
Ownership of Common Stock
Name Common Stock Owned
- ---------------- ------------ ------------
J. Kelly Allgood 47,658
Reuben V. Anderson 20,132 (1)
Adolphus B. Baker 600
John L. Black, Jr. 548,700 (1)(2)
Robert P. Cooke III 140,060 (3)
William C. Deviney, Jr. 11,600
D. G. Fountain, Jr. 228,800 (4)
C. Gerald Garnett 1,436,261 (5) 2.06%
Richard G. Hickson 72,201 (6)
Matthew L. Holleman III 7,942,117 (7) 11.40%
Gerard R. Host 54,983 (1)(8)
Fred A. Jones 446,718 (1)(9)
T. H. Kendall III 348,082 (1)(10)
Larry L. Lambiotte 90,400
James S. Lenoir 3,375 (11)
Donald E. Meiners 52,895 (1)
William Neville III 152,200 (12)
Richard H. Puckett 246,370 (1)(13)
William O. Rainey 29,791 (14)
William K. Ray 6,560
Charles W. Renfrow 311,800 (1)
Harry M. Walker 102,217 (1)(8)
LeRoy G. Walker, Jr. 1,004
Paul H. Watson, Jr. 8,392 (1)(15)
Kenneth W. Williams 9,331
Allen Wood, Jr. 30,273 (1)
Above named persons and
executive officers of
Trustmark as a group 12,342,520 17.72%
(1) Includes shares owned by spouse and/or minor children.
(2) Includes 59,800 shares held in a private foundation for which nominee has
voting and investment authority.
<PAGE>
(3) Includes 78,060 shares held as trustee for which named individual has
voting and investment authority.
(4) Includes 193,200 shares held in a charitable foundation for which nominee
has shared voting and investment authority.
(5) Includes 1,355,102 shares owned by Southern Farm Bureau Casualty Insurance
Company and 72,000 shares owned by Southern Farm Bureau Casualty Insurance
Company Employee Retirement Plan and Trust for which nominee has shared
voting and investment authority.
(6) Includes 68,186 shares which the nominee has the right to acquire through
the exercise of options granted under Trustmark's 1997 Long Term Incentive
Plan. Includes options which become exercisable in May 2000.
(7) Includes 42,083 shares owned by nominee and immediate family members and
7,900,034 shares as to which nominee has shared voting and investment
authority as a result of serving as one of six trustees of the Robert M.
Hearin Foundation and the Robert M. Hearin Support Foundation, president
and chairman of the board of Galaxie Corporation, president and director of
Capitol Street Corporation and president and director of Bay Street
Corporation. These shares are reported as beneficially owned by the Robert
M. Hearin Foundation and the Robert M. Hearin Support Foundation under
Section III.
(8) Includes 30,811 shares which the nominee has the right to acquire through
the exercise of options granted under Trustmark's 1997 Long Term Incentive
Plan. Includes options which become exercisable in May 2000.
(9) Includes 34,722 shares owned by Columbus Manufacturers, Inc. and 9,336
shares owned by Quality Products, Inc., for which nominee has voting and
investment authority. Also includes 149,136 shares owned in trusts for
family members for which nominee's wife has voting and investment
authority.
(10) Includes 87,136 shares held as trustee for which nominee has shared voting
and/or investment authority. Also includes 112,056 shares owned by The
Gaddis Farms, Inc. and 77,642 shares owned by Gaddis & McLaurin, Inc. for
which nominee has voting authority.
(11) Includes 1,375 shares which the named individual has the right to acquire
through the exercise of options granted under Trustmark's 1997 Long Term
Incentive Plan. Includes options which become exercisable in May 2000.
(12) Includes 17,000 shares held by a corporation controlled by the nominee.
(13) Includes 90,000 shares owned by Puckett Machinery Company and 60,360 shares
held by Puckett Machinery Company Profit Sharing Plan for which nominee has
either sole or shared voting and investment authority.
(14) Includes 3,875 shares which the named individual has the right to acquire
through the exercise of options granted under Trustmark's 1997 Long Term
Incentive Plan. Includes options which become exercisable in May 2000.
(15) Includes 2,000 shares held in an estate for which nominee has voting and/or
investment authority.
<PAGE>
V. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The following table shows the aggregate compensation for the last three
fiscal years paid by Trustmark and the Bank to Trustmark's Chief Executive
Officer and to the Bank's four highest compensated executive officers where
compensation in the form of salaries and bonuses exceeded $100,000 in 1999.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------- ------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation (1)
- ------------------------- ---- -------- -------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Richard G. Hickson 1999 $485,000 $485,000 42,000 $ 6,670
President and Chief 1998 440,000 350,000 38,000 2,376
Executive Officer, 1997 256,154 275,000 56,000 213,000
Trustmark Corporation;
Vice Chairman and Chief
Executive Officer,
Trustmark National Bank
Harry M. Walker 1999 $225,000 $172,835 16,500 $ 6,670
Secretary, Trustmark 1998 205,000 130,000 15,000 6,669
Corporation; President 1997 197,000 110,000 30,000 6,159
and Chief Operating
Officer - General Banking
Group, Trustmark National
Bank
Gerard R. Host 1999 $217,917 $171,436 16,500 $ 6,670
Treasurer, Trustmark 1998 192,000 125,000 15,000 6,669
Corporation; President 1997 182,000 105,000 30,000 6,159
and Chief Operating
Officer - Financial
Services Group, Trustmark
National Bank
William O. Rainey 1999 $155,000 $ 66,102 5,500 $ 6,670
Executive Vice 1998 147,500 50,000 5,000 6,669
President and Chief 1997 142,660 42,500 N/A 6,159
Banking Officer,
Trustmark National Bank
James S. Lenoir 1999 $127,282 $ 57,958 5,500 N/A
Executive Vice 1998 N/A N/A N/A N/A
President and Chief 1997 N/A N/A N/A N/A
Risk Officer, Trustmark
National Bank
</TABLE>
(1) All other compensation represents contributions to the Bank's ESOP or
401(k) plan except for $213,000 paid to Richard G. Hickson in 1997 for
forfeited benefits of prior employment.
<PAGE>
Option Grants During 1999 and Potential Realizable Values
The following table sets forth as to each named executive officer,
information with respect to option grants during 1999 and the potential
realizable value of such option grants assuming a 5% and 10% compounded annual
rate of appreciation in the value of Trustmark's shares. The 5% and 10% assumed
rates of growth are for illustrative purposes only. They are not intended to
predict future stock prices, which will depend on market conditions and other
factors such as Trustmark's performance. Options granted during 1999 vest in
four annual installments.
<TABLE>
<CAPTION>
Individual Option Grants in the Last Fiscal Year
- ---------------------------------------------------------------------------------------
Potential
Realizable Value at
Assumed Annual Rate
% of (1) of Appreciation
Options Options Exercise for Option Term
Granted Granted Price Per Expiration --------------------
Name in 1999 in 1999 Share ($) Date 5.0% 10.0%
- ------------------- ------- ------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard G. Hickson 42,000 16.18% $22.7812 5/11/2009 $601,733 $1,524,909
Harry M. Walker 16,500 6.36% 22.7812 5/11/2009 236,395 599,072
Gerard R. Host 16,500 6.36% 22.7812 5/11/2009 236,395 599,072
William O. Rainey 5,500 2.12% 22.7812 5/11/2009 78,798 199,691
James S. Lenoir 5,500 2.12% 22.7812 5/11/2009 78,798 199,691
</TABLE>
(1) On the date of the grants, the exercise price of all options was equal to
the closing price of Trustmark's common shares on the NASDAQ market.
Option Exercises and Holdings
The following table provides information concerning the exercise of
stock options during 1999 by the named executive officers and the unexercised
stock options held by them at December 31, 1999.
<TABLE>
<CAPTION>
Aggregated Options/Exercises in Last Fiscal Year and Fiscal Year End Option Values
- ----------------------------------------------------------------------------------
In-the-Money
Shares Options at Options at
Acquired on Value Fiscal Year End Fiscal Year End
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
------------------ ----------- --------- ---------------- -----------------
<S> <C> <C> <C> <C>
Richard G. Hickson - - 36,392/99,608 $226,176/$226,176
Harry M. Walker - - 17,642/43,858 $121,166/$121,166
Gerard R. Host - - 17,642/43,858 $121,166/$121,166
William O. Rainey - - 1,250/9,250 $0/$0
James S. Lenoir - - 0/5,500 $0/$0
</TABLE>
<PAGE>
Pension Plan
Trustmark maintains a noncontributory pension plan (the Plan) for
employees who are 21 years or older and who have completed one year of service
with a prescribed number of hours of credited service. The following table
specifies the estimated benefits payable upon retirement under the Plan to
persons in the following remuneration and years of service classifications:
10 Year Average YEARS OF CREDITED SERVICE
Annual Earnings 15 20 25 30 35
- --------------- ------- ------- ------- ------- -------
$ 50,000 $11,250 $15,000 $18,750 $22,500 $26,250
75,000 17,109 22,812 28,515 34,218 39,921
100,000 25,172 33,562 41,953 50,343 58,734
125,000 33,234 44,312 55,390 66,468 77,546
150,000 41,297 55,062 68,828 82,593 96,359
200,000 44,522 59,362 74,203 89,043 103,884
Years of credited service for the highest paid executives are: Richard
G. Hickson - 2 years, Harry M. Walker - 28 years, Gerard R. Host - 16 years,
William O. Rainey - 18 years, James S. Lenoir - 0 years.
Benefits payable under the Plan are based on a formula that takes into
account the individual's average compensation over the highest consecutive
ten-year period and the number of years of credited service. Average
compensation consists of W-2 taxable income adjusted for employee contributions
to 401(k) and cafeteria plans, as well as excess group term life insurance,
automobile allowance, moving expenses and severance pay. For 1999, the maximum
benefit was $130,000 and maximum covered compensation was $160,000. The table
assumes that the entire service period was completed under the new benefit
formula that is effective for service on or after January 1, 1989. Amounts
payable pursuant to the Plan are not subject to deduction for Social Security.
Deferred Compensation Plan
The Bank provides executive officers with the right to participate in a
defined benefit deferred compensation plan pursuant to which the Bank is
obligated to provide participants certain retirement and death benefits.
Benefits following normal retirement equal 50% of final salary payable for life,
but not less than 10 years. Should a participant die prior to normal retirement,
the beneficiary receives a death benefit equal to specified percentages of final
salary for a period of up to 10 years. Life insurance contracts have been
purchased which may be used to fund payments under the plan.
<PAGE>
Employment and Termination of Employment Agreements
Mr. Hickson entered into an employment agreement effective May 13, 1997
(the Commencement Date), which provides for his employment as President and
Chief Executive Officer of Trustmark. The agreement provides for a base salary
of not less than $400,000, a bonus up to 100% of base salary, certain stock
options and customary employee benefits. Trustmark is obligated to make certain
payments to Mr. Hickson in the event his contract is terminated or in the event
he resigns for "Good Reason", within three years after a change in control of
Trustmark. The amount payable is the sum of his salary immediately prior to the
change and the highest annual bonus earned in any of the three years preceding
the change, multiplied by 3.0. In addition, Trustmark is required to provide
certain employee benefits for a period of years equal to the severance multiple
shown above, reduced by any employee benefits received from later employment.
Previously granted stock options which have not vested, shall vest immediately.
If, without a change in control, Trustmark terminates Mr. Hickson for a
reason other than for cause, death, disability or retirement, Trustmark is
obligated to pay Mr. Hickson an amount equal to the product of 1.5 times the sum
of his annual salary and "Target" bonus of 50% of annual compensation for the
year in which the termination occurs. Mr. Hickson will also be entitled to
certain employee benefits for a period of 18 months following the termination,
reduced by any employee benefits received from later employment.
In December 1997, Trustmark entered into agreements with Harry M.
Walker and Gerard R. Host which provide for certain payments to these
individuals in the event their employment is terminated or if they resign for
"Good Reason" within two years after a change in control of Trustmark. The
amount payable is the sum of the product of the individual's salary immediately
prior to the change in control and the highest annual bonus earned in the two
years preceding the change in control, multiplied by 2.0. Trustmark is required
to continue certain employee benefits for the two year period following the
termination or resignation, reduced by any employee benefits received from later
employment. Any previously granted unvested stock options vest as of the date of
termination or resignation.
Compensation Committee Report on Executive Compensation
Trustmark's Executive Compensation Committee determines the
compensation of Trustmark's executive officers. In establishing that
compensation, the committee considers a number of factors including levels of
compensation at comparable financial institutions, contributions of the
individuals to Trustmark, the financial performance of Trustmark and other
relevant factors. In establishing the salaries of Trustmark's executive
officers, the committee principally considers compensation levels at comparable
financial institutions and the recommendation of Mr. Hickson.
Bonuses given to executive officers in 1999 were allocated from a total
bonus pool of $4.2 million awarded to all employees. During 1999, Trustmark
implemented a new, performance-based bonus program. The framework of the new
three tier bonus program, which measures performance goals, was used to
determine bonuses paid to executive officers. The performance goals measure
corporate performance, line of business performance and individual management
effectiveness.
<PAGE>
In 1999, the committee awarded a total of 259,500 stock options
pursuant to Trustmark's 1997 Long Term Incentive Plan. Options are designed to
provide additional incentive-based compensation to participants. The number of
options granted is generally designed to comprise specified percentages of the
participants' base salaries. The percentage varies with levels of job
responsibility.
In establishing Mr. Hickson's salary, the committee principally
considered the salaries of chief executive officers in comparable financial
institutions. The committee also considered Mr. Hickson's past performance and
contributions to Trustmark. No prescribed quantitative measures of Mr. Hickson's
or Trustmark's performance were used.
Mr. Hickson's bonus was determined based on the performance based bonus
program implemented during 1999 and was measured on corporate performance and
individual management effectiveness.
In 1999, Mr. Hickson was awarded options to purchase 42,000 shares of
Trustmark's stock at $22.7812 per share, which was the market price of such
shares on the date awarded. The number of options granted was designed to
provide Mr. Hickson with additional incentive-based compensation equal to 60
percent of Mr. Hickson's base salary.
Executive Compensation Committee
--------------------------------
C. Gerald Garnett, Chairman
D.G. Fountain, Jr.
William F. Goodman, Jr.
Matthew L. Holleman III
T.H. Kendall III
William Neville III
Ben Puckett
Compensation Committee Interlocks and Insider Participation in
Compensation Decisions
The Executive Compensation Committee is composed of the persons
identified above. Mr. Goodman is a partner in a law firm which was retained by
Trustmark and the Bank during 1999 and which is anticipated to be retained
during 2000. During 1999, no executive officer of Trustmark or any of its
subsidiaries served as a member of the compensation committee (or other board or
committee performing similar functions) or the board of directors of another
entity, one of whose executive officers served on the Executive Committee or the
Board of Directors of Trustmark.
Compensation of Directors
Directors' meetings of Trustmark are held in conjunction with meetings
of the Board of Directors of the Bank. During 1999, the Chairman of the Board
received $4,250 per month; all members of the Executive Committee were paid
$2,125 per month; and all other directors and each committee chairman received
$1,000 and $1,250, respectively, for each board meeting attended. Members of the
Board of Directors who are salaried officers of Trustmark or the Bank do not
receive additional compensation for service on the board.
Trustmark provides nonemployee directors the opportunity to participate
in a deferred fee plan pursuant to which participants may defer up to 100% of
fees to fund a portion of the cost of specified death and retirement benefits.
Trustmark has purchased life insurance policies on the directors to fund this
plan over the long term.
<PAGE>
In February 2000, the Board of Directors amended the Trustmark
Corporation 1997 Long Term Incentive Plan to provide for the issuance of options
to directors. The amendment did not increase the number of options authorized
under this plan. To date, no options have been awarded to directors.
Performance Graph
The following graph compares Trustmark's annual percentage change in
cumulative total return on common shares over the past five years with the
cumulative total return of companies comprising the NASDAQ market value index
and the KBW 50 Total Return Index. The KBW 50 is an industry index prepared by
Keefe, Bruyette and Woods, Inc. and consists of 50 bank holding companies,
including all money-center and most major regional bank holding companies.
This presentation assumes that $100 was invested in shares of the
relevant issuers on December 31, 1994, and that dividends received were
immediately invested in additional shares. The graph plots the value of the
initial $100 investment at one-year intervals.
FIVE YEAR CUMULATIVE TOTAL RETURN
----------------------FISCAL YEAR ENDING--------------------------
COMPANY 1994 1995 1996 1997 1998 1999
------------------------------------------------------------------
Trustmark Corp. 100 133.35 152.78 282.76 281.39 274.07
KBW 50 100 160.16 226.56 331.21 358.63 346.18
NASDAQ Market 100 129.71 161.18 197.16 278.08 490.46
VI. TRANSACTIONS WITH MANAGEMENT
No executive officer, director, nominee, their related entities or
their immediate family members have been indebted to Trustmark, or any
subsidiaries, other than the Bank, at any time since January 1, 1999. In the
ordinary course of business, the Bank and its subsidiaries have had, and expect
to have in the future, banking and securities brokerage transactions (including
loans, repurchase transactions, reverse repurchase transactions and other
routine transactions) in excess of $60,000 with executive officers, directors,
nominees, related entities and immediate family members. Such transactions are
made on substantially the same terms, including, in the case of loans, interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons. None of the loans involved more than the normal
risks of collectibility and presented no other unfavorable features.
For the year 1999, Scientific Telecommunications, Inc., a company
controlled by Director Allen Wood, Jr., was paid $1,253,290 for
telecommunications equipment and services. Reuben V. Anderson is a partner in
the law firm of Phelps Dunbar, L.L.P. This firm was retained by Trustmark or the
Bank on various legal matters during 1999 and it is anticipated that this firm
will be retained during 2000.
During 1999, the Bank engaged in business relationships with various
entities in which members of the Board of Directors have direct and indirect
interests. None of these relationships were considered material to the Bank or
such entity.
<PAGE>
VII. OTHER INFORMATION CONCERNING DIRECTORS
During 1999, Trustmark had an Audit Committee composed of J. Kelly
Allgood, Chairman, Fred A. Jones, Richard H. Puckett, William K. Ray, Paul H.
Watson, Jr., Kenneth W. Williams, Allen Wood, Jr. and Advisory Director Harry H.
Bush. This committee, which conducts the usual and necessary activities in
connection with the audit functions of Trustmark, held nine meetings during
1999.
Trustmark's Executive Compensation Committee, which was composed of C.
Gerald Garnett, Chairman, D.G. Fountain, Jr., Matthew L. Holleman III, T.H.
Kendall III, William Neville III and Advisory Directors William F. Goodman and
Ben Puckett, held six meetings during 1999.
There were eleven meetings of the Board of Directors held during 1999.
Of those directors serving during 1999, none attended fewer than 75% of the
aggregate number of meetings of the Board and the committees of which they were
members.
VIII. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors, certain officers of Trustmark and its subsidiaries and
holders of more than 10% of Trustmark's outstanding shares are required to file
reports under Section 16 of the Securities Exchange Act of 1934. Federal
regulations require disclosure of any failures to file these reports on a timely
basis. Trustmark believes that during 1999, its officers, directors and greater
than 10% beneficial owners complied with all filing requirements except Director
Larry L. Lambiotte, who filed one late report covering two transactions.
IX. PROPOSALS OF SHAREHOLDERS
Shareholders may submit proposals to be considered at the 2001 Annual
Meeting of Shareholders if they do so in accordance with applicable regulations
of the Securities and Exchange Commission. Any shareholder proposals must be
submitted to the Secretary of Trustmark no later than November 11, 2000, in
order to be considered for inclusion in Trustmark's proxy materials for the 2001
Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
/s/ T.H. Kendall III /s/ Richard G. Hickson
-------------------- ----------------------
T.H. Kendall III Richard G. Hickson
Chairman President and Chief Executive Officer
<PAGE>
APPENDIX I
PROXY CARD
TRUSTMARK CORPORATION
POST OFFICE BOX 291
JACKSON, MISSISSIPPI 39205-0291
This Proxy is Solicited on Behalf of the Board of Directors for the Annual
Meeting of Shareholders on April 11, 2000.
The undersigned, having received Notice of Meeting and Proxy Statement dated
March 10, 2000, appoint D. G. Fountain, Jr., T. H. Kendall III and William
Neville III and each or any of them as proxies, with full power of substitution
and revocation, to represent the undersigned and to vote all shares of the
Common Stock of Trustmark Corporation which the undersigned is entitled to vote
at the Annual Meeting of the Shareholders of the Corporation to be held on April
11, 2000, in the Trinity Ballrooms of the Holiday Inn and Suites North, located
at 5075 I-55 North Frontage Road, Jackson, Mississippi, at 10:00 A.M., local
time, and any adjournment thereof, as follows:
1. Election of Directors
J. Kelly Allgood, Reuben V. Anderson, Adolphus B. Baker, John L. Black,
Jr., William C. Deviney, Jr., D.G. Fountain, Jr., C. Gerald Garnett,
Richard G. Hickson, Matthew L. Holleman III, Gerard R. Host, Fred A. Jones,
T.H. Kendall III, Larry L. Lambiotte, Donald E. Meiners, William Neville
III, Richard H. Puckett, William K. Ray, Charles W. Renfrow, Harry M.
Walker, LeRoy G. Walker, Jr., Paul H. Watson, Jr., Kenneth W. Williams, and
Allen Wood, Jr.
Management knows of no other matters that may properly be, or which are likely
to be, brought before the meeting. In their discretion, the Proxies are
authorized to vote upon such other business as may properly come before the
meeting in accordance with the decision of the Board of Directors.
SEE REVERSE SIDE
<PAGE>
(X) Please mark your vote as in this example
When properly executed, this proxy will be voted in the manner directed by the
undersigned shareholder. If no direction is made, or if any other matter
properly comes before the meeting for which no choice has been specified, the
shares will be voted in accordance with the recommendation of the Board of
Directors. Unless authority is withheld as to a particular nominee, the proxy
will be voted for each nominee listed. The undersigned hereby authorizes the
proxies, in their discretion, to vote the undersigned's shares cumulatively.
1. Election of Directors (see reverse)
( ) FOR all nominees
( ) WITHHOLD all nominees
( ) FOR, EXCEPT vote withheld from the following nominee(s):
--------------------------------------------------------
Please sign exactly as name appears. When shares are held as joint tenants, both
are requested to sign. Trustees, attorneys, executors, administrators,
guardians, and others signing in a representative capacity should indicate the
capacity in which they sign. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature Date
------------------------------------- ----------
Signature Date
------------------------------------- ----------
Please mark, sign, date and return proxy card promptly using the enclosed
envelope.
DETACH CARD DETACH CARD
