Clay Hays Jr., M.D.
TRUSTMARKAbout J. Clay Hays Jr., M.D.
Independent director of Trustmark Corporation since 2017; age 59 as of the 2025 proxy. President and partner at Jackson Heart Clinic, PA, one of Mississippi’s largest cardiology groups, bringing healthcare risk oversight expertise to the board . The board affirmed his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jackson Heart Clinic, PA | President; Partner; Cardiologist | Not disclosed | Leads large medical practice; healthcare industry risk perspective |
| Mississippi Healthcare Solutions Institute | Former Chairman | Not disclosed | Health policy and solutions leadership |
| Mississippi State Medical Association | Former Director; Past President | Not disclosed | Physician association governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medical Assurance Company of Mississippi (statewide medical malpractice insurer) | Director and Secretary | Current (not dated) | Insurance and risk oversight |
| American Medical Association | Mississippi Delegate; Chair, Southeast Delegation, AMA House of Delegates | Current (not dated) | Policy and governance in medical profession |
Board Governance
- Committee assignments: Chair, Enterprise Risk; member, Executive; member, Nominating & Governance .
- Independence: Classified as an independent director by the Board .
- Attendance: Board met 6 times in 2024 and each director attended all Board and applicable committee meetings; all directors attended the annual meeting .
- Committee workload and oversight:
- Enterprise Risk Committee held 4 meetings in 2024; oversees risk appetite, stress testing, third‑party risk, cybersecurity strategy, loan portfolio quality, and fiduciary activities .
- Nominating & Governance Committee held 8 meetings in 2024; annual director evaluations, governance structure, committee assignments, director training .
- Lead independent director structure: When the Chair is not independent, the Lead Director (Richard H. Puckett) chairs Executive and Nominating & Governance; independent directors meet without management .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash fees | $70,000 | Includes Board and committee retainers (Enterprise Risk chair retainer is $20,000; committee membership retainers are $2,500 per committee; standard director cash retainer $45,000) |
| Stock awards (time-based RSUs) | $57,635 | 2,092 RSUs granted Apr 23, 2024; valued on 10‑day average closing price; vest Apr 23, 2025 (accelerated vesting in specified circumstances) |
| All other compensation (accumulated dividends on unvested RS) | $1,977 | Dividends on unvested time-based RSUs accrue and pay only upon vesting |
| Total (2024) | $129,612 | — |
- Director compensation structure: Annual cash retainer $45,000; committee chair retainer $20,000 (for committees other than Executive); committee membership retainer $2,500; Chair of the Board retainer $150,000; Lead Director retainer $30,000; annual director equity grant ~ $55,000 in time-based RSUs .
Performance Compensation
| Performance-conditioned pay elements for non-employee directors | Status | Source |
|---|---|---|
| Performance share units (PSUs), options, or cash bonuses tied to metrics | Not applicable for directors; equity grants are time-based RSUs only; no stock options outstanding | Directors: time-based RSUs; no options outstanding |
Other Directorships & Interlocks
| Relationship | Details | Governance interpretation |
|---|---|---|
| Banking/Insurance customer relationships | The Board considered certain ordinary-course customer relationships for several directors (including Dr. Hays) with the Bank’s wealth management/trust services and with FBBI (sold May 31, 2024); concluded these did not impair independence | Routine, market‑terms relationships; independence maintained |
| Related party transactions policy | Audit Committee administers policy for transactions >$120,000 with related parties; presumes arm’s‑length terms; annually reviews directors’ related transactions and potential conflicts | Structured oversight; controls for conflicts |
Expertise & Qualifications
- Healthcare industry leadership and risk insight from leading a large cardiology group; governance roles in statewide medical associations; malpractice insurance board role; AMA delegation leadership .
- National Association of Corporate Directors member .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (Jan 31, 2025) | 16,952; includes 200 shares shared with spouse |
| Ownership % of outstanding shares | Proxy omits percent where <1%; his line shows no percent, indicating <1% per proxy methodology |
| Unvested director RSUs outstanding (Dec 31, 2024) | 2,092 RSUs; vest Apr 23, 2025 (these RSUs were not included in beneficial ownership because they did not vest within 60 days of Jan 31, 2025) |
| Hedging/pledging | Prohibited for directors; insider trading policy bars hedging and pledging; as a group, directors/executive officers reported no pledged shares |
| Director ownership guideline | Minimum 6x annual cash retainer; unvested time-based RS counted; all current directors except Mr. Eduardo and Mrs. Turnipseed meet the requirement (Dr. Hays meets) |
Insider trades (signal and recency)
| Date | SEC form | Transaction | Link |
|---|---|---|---|
| Apr 24, 2025 | Form 4 | Reported stock award grant associated with annual director grant timing |
Governance Assessment
- Board effectiveness: Dr. Hays chairs Enterprise Risk, a critical committee for bank oversight, including cybersecurity strategy, risk appetite, capital stress testing, loan quality, and third‑party risk. Strong committee cadence (4 meetings) plus high board attendance indicates commitment and engagement .
- Independence and conflicts: Ordinary‑course customer relationships were reviewed; the Board determined they do not impair independence. Formal related‑party policy with Audit Committee oversight and annual review strengthens conflict controls .
- Ownership alignment: Meets director stock ownership guideline (6x retainer); directors barred from hedging/pledging; RSU grants align director interests with shareholders through time‑based vesting .
- Compensation signals: Director pay is modest and balanced between cash and equity; no performance‑conditioned awards for directors; no options outstanding; structure reduces incentive for short‑term risk .
- Shareholder support: Advisory vote on executive compensation approved with 98.3% support in 2024, and approved again in 2025 (44,334,480 For; 487,103 Against; 80,331 Abstain), indicating broad investor confidence in governance and pay practices .
- Red flags: None disclosed specific to Dr. Hays. Policy prohibits hedging/pledging; independence affirmed despite customer relationships; attendance 100%; no related‑party transactions disclosed involving Dr. Hays .
Committee Assignments and Meetings
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Enterprise Risk | Chair | 4 | ERM policies, risk appetite, stress testing, cybersecurity, loan portfolio quality, wealth/trust fiduciary oversight |
| Nominating & Governance | Member | 8 | Governance structure, director evaluations, committee assignments, director training and onboarding |
| Executive | Member | 2 | Acts on behalf of Board between meetings; material corporate transactions recommendations |
Director Compensation Detail (Program context)
| Cash Retainers | Amount | Eligibility |
|---|---|---|
| Director annual cash retainer | $45,000 | All non‑employee directors |
| Committee chair retainer | $20,000 (per committee; excluding Executive Committee) | Committee chairs |
| Committee membership retainer | $2,500 (per committee) | Committee members (non‑chair) |
| Lead Director retainer | $30,000 (inclusive of Executive Committee chair) | Lead Independent Director |
| Board Chair retainer | $150,000 (inclusive of Board retainer and all committee memberships) | Board Chair |
| Equity | Terms | Notes |
|---|---|---|
| Annual director RSUs | ~ $55,000 grant value; 2,092 RSUs in 2024 | 10‑day average price; time‑based; vest on first anniversary; accelerations in specified events |
Signals from Shareholder Votes
| Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑Pay approval | 98.3% of votes cast approved | Approved (44,334,480 For; 487,103 Against; 80,331 Abstain) |
| Election of J. Clay Hays Jr., M.D. | 43,769,906 For; 1,398,156 Against; 76,975 Abstain in 2024 | 44,259,177 For; 614,123 Against; 28,614 Abstain in 2025 |
Notes on Related Party and Conflicts Oversight
- Audit Committee reviews director/officer related transactions; policy presumes arm’s‑length terms; the Committee annually reviews summaries of related transactions and potential conflicts .
- Loans to directors/executives/principal shareholders are extended in the ordinary course on market terms under Regulation O; continued into 2025; no unfavorable features disclosed .
Summary Implications for Investors
- Risk oversight leadership and 100% attendance bolster board effectiveness; independence affirmed despite customer relationships, mitigating conflict risk .
- Strong alignment via stock ownership guidelines, hedging/pledging prohibitions, and equity participation supports long‑term orientation; high Say‑on‑Pay support indicates investor confidence in governance and compensation frameworks .
No director‑specific performance pay metrics or severance/change‑in‑control benefits are disclosed for Dr. Hays; director equity grants are time‑based RSUs, and no options are outstanding .