Harris Morrissette
TRUSTMARKAbout Harris V. Morrissette
Independent director of Trustmark Corporation since 2016; age 65. President of China Doll Rice & Beans, Inc., with prior experience as President and CEO of Marshall Biscuit Company, Inc. Member of the National Association of Corporate Directors; known for financial institution governance experience and broad business acumen. Beneficially owns 29,256 Trustmark shares as of January 31, 2025 (less than 1% of outstanding; 60,765,271 shares outstanding) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marshall Biscuit Company, Inc. | President and CEO | Not disclosed | Prior service informed credit policy oversight; experience in governance of a public financial institution |
| Trustmark National Bank (Bank Board) – historical committee service | Credit Policy Committee (legacy) | Not disclosed | Credit Policy responsibilities transitioned to Enterprise Risk Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| China Doll Rice & Beans, Inc. | President | Current | Regional packaged food/services leadership; brings operating perspective |
| Williamsburg Investment Trust | Director | Current | Board service noted; committee roles not disclosed |
Board Governance
- Independence: Determined by the Board to be an independent director under Nasdaq Rule 5605(a)(2) .
- Attendance: The Board met six times in 2024; each director attended all Board and committee meetings of which they were a member, indicating 100% attendance for Morrissette .
- Executive sessions and governance controls: Independent directors meet without management; formal charters reviewed annually; directors subject to stock ownership requirements; retirement age 75 .
Committee Assignments and Engagement
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Enterprise Risk | Member | 4 | Oversees risk policies, cyber strategy, third-party risk, capital stress testing, loan portfolio quality, and fiduciary activities oversight . |
| Finance | Member | 5 | Oversees budget, capital planning, dividends/repurchases, liquidity and interest rate risk, investment portfolio monitoring . |
| Human Resources (Compensation) | Member | 5 | Oversees executive/director compensation, succession planning, equity awards, pay disclosures, risk reviews; HR Committee report lists Morrissette as a member . |
Fixed Compensation (Director)
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $45,000 | Combined service on Trustmark Board and Bank Board; paid monthly . |
| Committee membership retainers | $2,500 per committee | Applies to each non-chair committee membership; Morrissette is on three committees (Finance, Enterprise Risk, Human Resources) . |
| Committee chair fees | $0 | Not a chair; chair fee is $20,000 for applicable committees . |
| Lead Director/Chair retainers | $0 | Not Lead Director or Board Chair . |
| Fees earned or paid in cash (aggregate) | $55,500 | Includes advisory board meeting fees in addition to retainers . |
| All other compensation | $1,977 | As reported in director compensation table (footnote details not itemized for this line in proxy) . |
| Total cash + other | $57,477 | Calculated from reported line items . |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Conditions/Notes |
|---|---|---|---|---|---|
| Time-based RSUs | Apr 23, 2024 | 2,092 | $57,635 | Vests Apr 23, 2025 | Subject to accelerated vesting upon change in control; or retirement at/after age 70 or end of elected term with HRC consent and no cause; or disability, death, termination without cause. Each director held 2,092 unvested RSUs at 12/31/24 . |
- Mix and structure: For 2024, non-employee directors received approximately $55,000 in equity via time-based RSUs in addition to cash retainers; Trustmark does not grant stock options to directors or executives and had no stock options outstanding .
- Ownership alignment: Directors must own Trustmark stock equal to 6x annual cash retainer; unvested time-based restricted stock counts toward the guideline; hedging and pledging are prohibited. Morrissette meets the stock ownership requirements based on 2024 review .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Williamsburg Investment Trust | Director | No related-party transactions disclosed involving Morrissette . |
- Related-party framework: The Audit Committee administers a written policy for related-party transactions, with arm’s-length standards and Reg O-compliant director/officer lending. 2024 disclosures highlight transactions associated with Director William G. Yates III; no disclosures for Morrissette .
Expertise & Qualifications
- Financial institution governance experience; previously a director at a publicly-traded financial institution, contributing to market and governance understanding .
- Operating executive background across regional packaged food/services; broad business acumen informing Board discussions .
- NACD membership and prior Bank Credit Policy Committee service (legacy) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Jan 31, 2025) | 29,256 shares | Sole authority unless otherwise indicated . |
| Shares outstanding (as of Jan 31, 2025) | 60,765,271 | Includes unvested restricted stock; used for percent calculation . |
| Ownership % | ~0.048% | Computed from disclosed shares owned and shares outstanding . |
| Unvested RSUs held (12/31/24) | 2,092 | Director grant from Apr 23, 2024 . |
| Director ownership guideline | 6x annual cash retainer | Directors meeting guideline include Morrissette; unvested time-based RSUs count; hedging/pledging prohibited . |
Governance Assessment
- Board effectiveness: Morrissette is an engaged independent director with 100% attendance, serving on key oversight committees (Enterprise Risk, Finance, Human Resources) that align with risk, capital, and pay governance focal points .
- Compensation governance: As HR Committee member, he participates in setting and overseeing executive and director pay, supported by independent consultant Pearl Meyer and formal charters; 2024 say-on-pay passed with 98.3% approval, signaling shareholder support for the program design .
- Alignment and incentives: Director pay mix (~$55.5k cash; $57.6k equity) and ownership guideline (6x retainer) reinforce long-term alignment; no options or hedging/pledging permitted .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Morrissette; Audit Committee runs a strong review framework; routine director/officer banking relationships are considered non-impairing to independence .
RED FLAGS: None disclosed specific to Morrissette. No attendance issues; meets ownership guidelines; no reported related-party transactions; sits on HR Committee but mitigated by independent consultant and strong shareholder say-on-pay support .