Marcelo Eduardo
TRUSTMARKAbout Marcelo Eduardo
Independent director of Trustmark Corporation since 2020; age 62 as of the 2025 proxy. Dean of the School of Business at Mississippi College, holding a Ph.D. in Finance and MBA, and designated an audit committee financial expert by the Board. Serves as Chair of the Finance Committee and is a member of the Audit, Executive, and Nominating & Governance Committees; attendance was 100% across Board and committee meetings in 2024. The Board affirms his independence; independent directors meet without management, and all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mississippi College | Dean, School of Business; Anderson Distinguished Professor of Finance | Since 2000 | Published research in investment management, compliance, capital management, pricing of retail banking services; brings financial, strategic, and marketing expertise to the Board; audit committee financial expert designation. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Corporate Directors | Member | Not specified | Corporate governance competency and director education. |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Eduardo is independent (Nasdaq Rule 5605(a)(2)); 9 of 12 directors independent. |
| Committee Memberships (2024) | Audit (member), Executive (member), Finance (Chair), Nominating & Governance (member). |
| Audit Committee Financial Expert | Board determined Eduardo qualifies as an audit committee financial expert. |
| Attendance | 2024: Board met 6 times; each director attended all Board and committee meetings they were on; all directors attended the 2024 annual meeting. |
| Lead Independent Director | Richard H. Puckett serves as Lead Director; Eduardo not in this role. |
Fixed Compensation (Director Cash Fees – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 45,000 | Paid monthly for combined Trustmark and Bank boards. |
| Committee Chair fee (Finance) | 20,000 | Annual retainer for committee chairs (excluding Executive). |
| Committee membership fees | 2,500 per committee | Annual retainer for non-chair members per committee. |
| Eduardo – Total Fees Earned (2024) | 72,500 | Reported in director compensation table. |
Performance Compensation (Director Equity)
| Grant | Units/Shares | Fair Value ($) | Vesting/Terms |
|---|---|---|---|
| Annual RSU award (4/23/2024) | 2,092 | 57,635 | Time-based RSUs vest on 4/23/2025; accelerated vesting upon CIC, retirement at/after age 70 or end of elected term with Committee consent, or disability/death/termination without cause. |
| Director equity policy | — | — | Annual time-based restricted stock awards valued at ~55,000 for each director; unvested RSUs count toward ownership guidelines; hedging and pledging prohibited. |
No performance-based metrics are tied to director compensation; director equity is time-based RSUs (not PSUs).
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No current public company directorships or interlocks reported for Eduardo. |
Expertise & Qualifications
- Finance Ph.D. and MBA; academic leader since 2000, with published research in investment and banking topics.
- Audit committee financial expert; prior chair of the Bank Board’s Asset/Liability Committee (now Finance Committee), signaling strong capital and liquidity oversight experience.
- Strategic, financial, and marketing perspectives valuable to a regional bank’s Board.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of 1/31/2025) | 6,730 shares; includes 1,488 shares owned by spouse (no voting/investment control). <1% of shares outstanding. |
| Unvested RSUs (12/31/2024) | 2,092 RSUs for each non-employee director (including Eduardo). |
| Ownership guidelines (directors) | Must own shares equal to 6x annual cash retainer; until met, must hold 100% of shares from stock awards (net of tax). |
| Guideline compliance status (2024 review) | Eduardo had not yet met director ownership requirement; required to hold granted shares. |
| Hedging/Pledging | Prohibited by Insider Trading Policy; directors generally cannot pledge company stock. |
Insider Trades (Form 4 activity)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-04-24 | 2025-04-22 | Award (A) – RSUs/common stock | 1,943 | 0.00 | 9,277 | |
| 2025-08-19 | 2025-08-18 | Sale (S) – open market | 700 | 38.49 | 8,577 |
Additional Form 4 records exist for 2023–2025; above entries are the most recent activity captured and show routine annual RSU awards and modest sales, with continued director-level ownership.
Governance Assessment
- Strengths: Independent status; audit committee financial expert designation; chairs Finance Committee overseeing budget, capital, liquidity, and interest-rate risk; perfect 2024 attendance; no related-party transactions disclosed for Eduardo; robust policies on hedging/pledging and director equity ownership.
- Alignment watchpoint: As of 2024 review, Eduardo had not met the 6x retainer ownership guideline; mitigating factor is mandatory 100% holding of award shares until compliance.
- Compensation structure: Cash retainer and committee fees plus time-based RSUs; no tax gross-ups; equity vests in one year for directors, with accelerated vesting in limited scenarios aligned to standard market practice.
- Conflicts: No Eduardo-specific related party transactions disclosed; Audit Committee administers related party policy and annually reviews director/officer transactions, further mitigating conflict risk.
Appendix: Committee Scope Highlights Relevant to Eduardo
- Finance Committee (Chair): Oversees budget, capital planning, dividend/repurchase actions, stress testing, funds management, investment portfolio, liquidity and interest-rate risk parameters.
- Audit Committee (member): Oversees external and internal audit, internal controls, financial reporting, and administers related-party transaction policy.
- Enterprise risk oversight (Board): ERM reporting and cybersecurity oversight through committees; complements Finance/Audit roles Eduardo participates in.