Adolphus Baker
TRUSTMARKAbout Adolphus B. Baker
Adolphus B. Baker (age 68) is an independent director of Trustmark Corporation, serving on the Board since 2007. He is Chairman (and former CEO) of Cal-Maine Foods, Inc., the largest producer and distributor of shell eggs in the U.S., bringing significant business leadership and liquidity management expertise; he previously chaired the Bank Board’s Asset/Liability Committee, now performed by the Finance Committee . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trustmark National Bank (Bank Board) | Former Chair, Asset/Liability Committee | Not disclosed | Provided intrinsic understanding of Trustmark’s liquidity strategy and risk oversight skills |
| Cal-Maine Foods, Inc. | Former Chief Executive Officer | Not disclosed | Led largest U.S. shell egg producer; strategic alternatives, shareholder value focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cal-Maine Foods, Inc. | Chairman; public company board | Not disclosed | External public company directorship; industry leadership |
| National Association of Corporate Directors | Member | Not disclosed | Governance network and education |
Board Governance
- Committee assignments: Chair, Human Resources Committee; Member, Nominating & Governance Committee .
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) .
- Attendance: In 2024, each director attended all Board and committee meetings; all directors attended the annual meeting .
- Board leadership and independent oversight: Lead Director structure in place; independent directors meet without management .
- Committee responsibilities under his remit:
- Human Resources Committee (Chair): Oversees executive compensation philosophy, CEO pay recommendation, succession planning, equity awards, director pay, compensation disclosures, risk management of pay; Pearl Meyer serves as independent compensation consultant .
- Nominating & Governance Committee: Board structure, director selection and performance evaluation, committee assignments, director training and CEO succession framework .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual retainer | $45,000 | Combined Trustmark/Bank Board service |
| Human Resources Committee Chair retainer | $20,000 | Chair fee |
| Nominating & Governance Committee membership retainer | $2,500 | Member fee (non-chair) |
| Total cash fees | $67,500 | Sum consistent with Director Compensation table |
| Equity grant (time-based RSUs) | $57,635 | 2,092 RSUs granted on Apr 23, 2024; vests Apr 23, 2025; subject to acceleration on change-in-control/retirement/termination events per plan |
| All other compensation | $1,977 | Director deferred fee plan-related changes and standard items (see plan note) |
| Total 2024 director compensation | $127,112 | Cash + equity + other |
Director compensation structure (policy):
- Annual board retainer: $45,000; Committee Chairs (non-Executive): $20,000; committee members (non-chairs): $2,500/committee; Lead Director: $30,000; Board Chair: $150,000; annual director RSU grants valued ~ $55,000 .
- Stock ownership guideline: minimum holdings equal to 6x annual cash retainer; unvested time-based RSUs count; directors prohibited from pledging/hedging; as of 2024 review, all current directors except Mr. Eduardo and Mrs. Turnipseed meet the guideline (Baker meets) . None of directors’ or officers’ shares are pledged .
Performance Compensation (HR Committee oversight)
Executive incentive framework overseen by Baker’s Human Resources Committee, highlighting pay-for-performance alignment:
| Metric (CEO 2024 MIP) | Weight | Threshold (50% payout) | Target (100%) | Maximum (200%) | Actual 2024 | Performance Factor | % of Target |
|---|---|---|---|---|---|---|---|
| EPS (diluted) | 50% | $2.16 | $2.54 | $2.92 | $3.15 | 2.00 | 100% |
| Efficiency Ratio (non-GAAP) | 20% | 69.64% | 66.32% | 63.00% | 62.70% | 2.00 | 40% |
| NPAs/Total Loans (+ LHFS + ORE) | 10% | 0.98% | 0.82% | 0.66% | 0.65% | 2.00 | 20% |
| Adjusted Non-Interest Expense (Core, $mm) | 20% | 521.825 | 511.593 | 501.361 | 500.440 | 2.00 | 40% |
| Total | 100% | — | — | — | — | — | 200% |
Key signals:
- 2024 MIP payouts averaged ~199% of target for NEOs; CEO payout was 200% of target .
- PSUs (2022–2024) vested at 181% of target based on ROATE and relative TSR vs peer group, reinforcing long-term alignment .
- Say-on-Pay support: 98.3% approval in 2024 (strong endorsement of program governance and oversight) .
Other Directorships & Interlocks
| Company | Role | Interlocks/Relationships |
|---|---|---|
| Cal-Maine Foods, Inc. | Chairman (and former CEO) | Public company board; no Trustmark-related transactions disclosed . |
No related-party transaction disclosures involving Baker beyond routine customer relationships (see below) .
Expertise & Qualifications
- Business leadership and strategic alternatives evaluation; maximizing shareholder value focus from tenure as Cal-Maine CEO .
- Liquidity and balance sheet management experience (former chair of Bank’s Asset/Liability Committee) aiding risk oversight .
- NACD membership; governance acumen .
Equity Ownership
| Holder | Shares Beneficially Owned (as of 1/31/2025) | % of Outstanding | Notes |
|---|---|---|---|
| Adolphus B. Baker | 52,188 | <1% | Company-wide outstanding shares 60,765,271; percentages not shown where <1% . |
Policy alignment:
- Director stock ownership guideline at 6x annual cash retainer; Baker meets requirement .
- No hedging or pledging permitted; none pledged among directors/officers .
Governance Assessment
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Strengths:
- Independence affirmed; only routine banking/wealth/trust customer relationships considered non-impairing to judgment .
- As HR Committee Chair, Baker oversees a robust pay-for-performance program with independent consultant support, clawback policy adoption (Oct 24, 2023), and strong shareholder Say-on-Pay outcomes (98.3% in 2024), signaling effective compensation governance .
- 2024 Board and committee attendance was perfect across directors, indicating high engagement; Baker’s committee leadership (HR Chair; N&G member) aligns with board effectiveness .
- Director compensation structure is modest and equity-linked, with ownership guidelines promoting alignment; Baker’s total 2024 director comp was $127,112 with $57,635 in RSUs, consistent with policy .
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Potential risk considerations:
- Routine customer relationship with Trustmark’s wealth/trust services (as noted for several directors) warrants ongoing monitoring but was concluded not to impair independence; no Baker-specific related-party transactions disclosed beyond ordinary-course lending policy governed by Reg O and Audit Committee oversight .
- Participation in legacy Directors’ Deferred Fee Plan (as suggested by the change in pension values) is a standard, closed plan with defined benefits; benefits commence at normal retirement date even if board service continues, funded by insurance contracts—no unusual terms flagged .
Overall, Baker’s profile—independent status, committee leadership in HR and governance, strong attendance, and alignment-focused compensation structures—supports investor confidence in board oversight quality and pay governance at Trustmark .