Gerard Host
TRUSTMARKAbout Gerard R. Host
Gerard R. Host (age 70) is Chair of the Board of Trustmark Corporation and Trustmark National Bank. He has served as a director since 2010, was Executive Chairman from January 1, 2021 to April 26, 2022, and has been Board Chair since April 2022; he previously served as President and CEO (2011–2020). He is not an independent director under Nasdaq rules due to his prior executive roles and has 38 years of experience at Trustmark across CFO, CIO, and divisional leadership positions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trustmark Corp. & Trustmark National Bank | President & CEO | 2011–2020 | Led the company and bank; deep operational and strategic oversight |
| Trustmark Corp. & Trustmark National Bank | Executive Chairman | Jan 1, 2021 – Apr 26, 2022 | Focus on governance, strategy, corporate development, IR, industry engagement |
| Trustmark Corp. & Trustmark National Bank | Board Chair | Apr 2022 – Present | Non-independent Chair; coordinates with Lead Independent Director structure |
| Trustmark | CFO, CIO, division president roles | Various over 38-year tenure | Provides historical and strategic perspective to the Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of Atlanta | Director | 2012–2018 | Served two terms as director |
| National Association of Corporate Directors (NACD) | Member | Not disclosed | Professional director education/affiliation |
Board Governance
- Independence: Not independent; the Board determined Messrs. Dewey, Host, and Yates are not independent under Nasdaq Listing Rules .
- Board leadership: Because the Chair (Host) is not independent, the Board designates an independent Lead Director (Richard H. Puckett) who chairs the Executive Committee and Nominating & Governance Committee and has defined authorities (agenda setting, executive sessions, liaison to CEO) .
- Committee composition: Audit, Enterprise Risk, Human Resources, and Nominating & Governance Committees are comprised solely of independent directors; Host serves as a member of the Executive Committee .
- Committee assignments (2024): Executive Committee – Member; the Executive Committee met 2 times in 2024; Board met 6 times .
- Attendance and engagement: Each director attended all Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- Other governance practices: Independent directors meet without management; directors must retire at age 75 .
Fixed Compensation
Structure (non-employee directors, 2024):
- Annual cash retainer: $45,000; Committee Chairs (Audit, Enterprise Risk, Finance, Human Resources, Nominating & Governance) receive $20,000; Lead Director $30,000; Committee membership retainer $2,500 per committee; Board Chair retainer $150,000 (inclusive of Board and committee retainers) .
- Equity: Annual grant of time-based RSUs valued at approximately $55,000; in 2024 each non-employee director received 2,092 RSUs on April 23, 2024, vesting April 23, 2025, with change-in-control and certain separation acceleration features .
Host’s 2024 director compensation:
| Component | Amount |
|---|---|
| Cash Retainer | $150,000 |
| Stock Awards (RSUs) | $57,635 (2,092 RSUs; grant 4/23/2024; scheduled vest 4/23/2025) |
| All Other Compensation | $1,977 |
| Total | $209,612 |
Ownership alignment policies:
- Director ownership guideline: 6x annual cash retainer (unvested time-based RSUs count; hedging and pledging prohibited). As of 2024 review, all current directors except Marcelo Eduardo and Lea Turnipseed meet the guideline; Host is not listed as an exception .
Performance Compensation
- Not applicable. Non-employee director equity awards are time-based RSUs; there are no disclosed performance metrics for director compensation .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| Federal Reserve Bank of Atlanta | Governmental/Quasi-public | Director | Not a public company; governance/regulatory perspective |
- No current public company directorships disclosed for Host .
Expertise & Qualifications
- Former Trustmark CEO and Executive Chairman; prior CFO and CIO roles with 38-year tenure provide deep financial services, governance, and strategic expertise .
- NACD member; brings director professionalism and governance competency .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial Ownership (as of 1/31/2025) | 175,295 shares (percentage not shown where less than 1% per proxy convention) |
| Unvested Director RSUs at 12/31/2024 | 2,092 RSUs granted 4/23/2024, vesting 4/23/2025 |
| Pledging/Hedging | Prohibited by policy; none of directors/executives’ shares are pledged as a group |
| Director Ownership Guideline | 6x annual cash retainer; Host meets guideline (not listed among exceptions) |
Governance Assessment
- Strengths
- 100% director attendance and full annual meeting participation; Board met six times in 2024, indicating active oversight .
- Key risk, audit, compensation, and nominating committees are fully independent, with independent executive sessions and authority to engage external advisors .
- Robust ownership alignment: strict director ownership guideline (6x retainer), hedging/pledging prohibitions; Host meets guideline; annual equity grants align director and shareholder interests .
- 2024 say-on-pay support was 98.3%, indicating broad investor support for compensation governance .
- Risks/Red Flags
- RED FLAG: Non-independent Board Chair (Host) elevates potential concentration of influence. Mitigants include a strong Lead Independent Director with defined powers and independent committee leadership .
- No Host-specific related-party transactions were disclosed in the proxy; related-party transactions disclosed involved other directors and were administered under Audit Committee policy .
- Mandatory retirement age of 75 implies approaching tenure limit for Host (age 70), which supports near-term refreshment planning .
Committee assignments (2024): Executive Committee – Member; not a member of Audit, Enterprise Risk, Finance, Human Resources, or Nominating & Governance (all independent-only), consistent with his non-independent status .