Augustus Collins
TRUSTMARKAbout Augustus L. Collins
Augustus L. Collins (age 67) is an independent director of Trustmark Corporation (TRMK) serving since 2020, and currently chairs the Audit Committee (effective April 23, 2024). He is CEO of MINACT Inc. (since 2016) and is designated an audit committee financial expert; he also serves on Enterprise Risk, Human Resources, and Nominating & Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mississippi National Guard | Adjutant General of the Mississippi Army National Guard and Mississippi Air National Guard | 2012–2016 | Senior command and oversight experience; strategic and financial planning relevance to audit financial expertise |
| U.S. Army / Mississippi National Guard | Commander, 155th Brigade Combat Team in Iraq | Not disclosed (prior to 2016) | Led security operations; risk management and operations experience applicable to Enterprise Risk oversight |
| Mississippi Workers’ Compensation Commission | Commissioner (Governor-appointed), representative of labor | Not disclosed | Regulatory experience; stakeholder engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntington Ingalls Industries, Inc. | Director | Not disclosed | Member of Audit and Cybersecurity Committees; strengthens cybersecurity and audit oversight expertise |
| Mississippi Power Company | Director | Not disclosed | Utility industry oversight; regulated industry experience |
| MINACT Inc. | Chief Executive Officer | Since 2016 | Executive leadership; human resources and strategic planning experience |
Board Governance
- Independence: Collins is classified as an independent director under Nasdaq Rule 5605(a)(2); Board reviewed customer relationships (including with FBBI prior to sale) and concluded they did not impair independence .
- Committee assignments and leadership (2024): Audit (Chair), Enterprise Risk (Member), Human Resources (Member), Nominating & Governance (Member) .
- Attendance: Board met six times in 2024; each director attended all Board and committee meetings for which they were members. All directors attended the 2024 annual meeting .
- Audit Committee composition and expertise: Audit Committee members include Collins (Chair), Conerly, Brown, Eduardo; Collins, Conerly, and Eduardo are SEC-defined audit committee financial experts .
- Committee activity levels (2024): Audit (5 meetings), Enterprise Risk (4), Executive (2), Finance (5), Human Resources (5), Nominating & Governance (8) .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $65,833 | Includes Board and committee retainers; Collins became Audit Chair April 23, 2024 (pro‑rated) |
| All Other Compensation (2024) | $1,977 | As reported; not itemized for directors in proxy |
| Total (2024) | $125,445 | Sum of cash fees, stock award, and other compensation |
Director compensation structure (policy-level):
- Annual cash retainer: $45,000; Audit/other committee chairs: $20,000; Committee membership fee: $2,500 per committee; Lead Independent Director: $30,000; Board Chair: $150,000 .
- Directors may defer fees via NQDC; legacy Directors’ Deferred Fee Plan closed to new accruals in 2010 .
Performance Compensation (Director)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| April 23, 2024 | Time-based RSUs | 2,092 | $57,635 | Vests April 23, 2025; accelerates upon change in control or certain separation conditions with Committee consent | Standard annual director equity award; no options outstanding |
Director equity is time-based; there are no performance-based director awards or option awards in 2024 .
Other Directorships & Interlocks
| External Board | Role/Committee | Potential Interlock Consideration |
|---|---|---|
| Huntington Ingalls Industries | Director; Audit and Cybersecurity Committees | No disclosed TRMK supplier/customer interlock; enhances cybersecurity oversight relevant to TRMK Enterprise Risk |
| Mississippi Power Company | Director | Routine banking relationships are common; Board reviewed director customer relationships and upheld independence |
Expertise & Qualifications
- Audit committee financial expert designation; deep financial, strategic, and HR experience from executive and military leadership .
- Cybersecurity oversight experience via service on HII’s Cybersecurity Committee, supporting TRMK’s cybersecurity risk oversight framework .
- Regulatory and governance experience (Workers’ Compensation Commission) .
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Shares beneficially owned | 9,946 | Jan 31, 2025 | <1% of outstanding; beneficial ownership includes RSUs vesting within 60 days; none outstanding options |
| Unvested RSUs (Director award) | 2,092 | Dec 31, 2024 | Vests April 23, 2025 |
| Ownership guideline | 6x annual cash retainer | Policy-level | Unvested time-based RSUs count toward guideline; hedging/pledging prohibited |
| Compliance status | Meets guideline | 2024 review | All directors met guidelines except Eduardo and Turnipseed; Collins is compliant |
Governance Assessment
- Committee leadership: As Audit Chair, Collins oversees auditor appointment, internal audit independence, internal controls, and related-party transaction policy administration—key for investor confidence in financial reporting and conflict oversight .
- Attendance/engagement: 100% meeting attendance and present at annual meeting; high engagement signal .
- Independence: Board evaluated and cleared customer relationships (including legacy FBBI) as non-impairing; Collins remains independent .
- Compensation alignment: Director pay uses modest cash retainers and time-based RSUs, with stringent stock ownership guideline (6x retainer) and anti-hedging/pledging policy—positive alignment signals .
- External expertise: Audit and cybersecurity committee roles at HII strengthen TRMK’s risk oversight; utility board experience adds regulated industry perspective .
- Say-on-pay context: 2024 say-on-pay approved by 98.3% of votes, reflecting broad support for TRMK’s compensation governance framework (contextual governance signal) .
Potential conflicts and RED FLAGS
- Related-party exposure: Board-administered related party policy under Audit Committee; annual review of directors’ and officers’ related transactions—no specific Collins transactions disclosed beyond ordinary-course customer relationship; independence affirmed .
- Hedging/pledging: Prohibited for directors; reduces misalignment risk .
- Attendance: No issues; full attendance recorded .
- Option repricing/tax gross-ups: No director options; no tax gross-ups disclosed for directors; equity is time-based RSUs .
Committee Assignments Summary
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 5 |
| Enterprise Risk | Member | 4 |
| Human Resources | Member | 5 |
| Nominating & Governance | Member | 8 |
Director Compensation Detail (2024)
| Category | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $65,833 |
| Stock Awards (RSUs) | $57,635 |
| All Other Compensation | $1,977 |
| Total | $125,445 |
Beneficial Ownership (as of Jan 31, 2025)
| Holder | Shares Owned | % Outstanding |
|---|---|---|
| Augustus L. Collins | 9,946 | <1% |
No options outstanding; beneficial ownership includes RSUs vesting within 60 days—none for Collins given April 23, 2025 vesting date .
Policy References Relevant to Board Effectiveness
- Audit Committee responsibilities: auditor oversight, internal controls, related-party transactions policy administration .
- Enterprise Risk oversight: cybersecurity strategy, capital stress testing, loan portfolio quality, third-party risk .
- Director stock ownership and anti-hedging/pledging policies .
- Board leadership and Lead Independent Director framework strengthening independent oversight .
Summary Implications for Investors
- Strong governance signals: independent Audit Chair with financial expertise; full attendance; robust ownership alignment; anti-hedging/pledging; clear related-party oversight—supportive of board effectiveness .
- External board roles enhance risk and cyber oversight—valuable given banking sector risk profile .
- No disclosed red flags (attendance, related-party conflicts, hedging/pledging) specific to Collins; independence affirmed despite ordinary-course customer relationships .