Tom Owens
Treasurer and Principal Financial Officer; Executive Vice President and Chief Financial Officer (Trustmark Bank) at 
TRUSTMARK
TRUSTMARKExecutive
About Tom Owens
Thomas C. Owens is Treasurer and Principal Financial Officer of Trustmark Corporation and Executive Vice President, Chief Financial Officer of Trustmark National Bank, and is listed among Trustmark’s named executive officers (NEOs) in the company’s CD&A and compensation tables . Company performance in 2024 featured adjusted net income from continuing operations of $186.3 million (up 17.0% YoY) and adjusted diluted EPS of $3.04; reported EPS from continuing operations was $0.74, with 2024 initiatives including the sale of FBBI, securities portfolio restructuring, delinquent mortgage loan sale, and Visa C share fair value adjustment . Pay-versus-performance disclosures show 2024 ROATE of 12.71%, Company TSR value of $120.56 vs. S&P 500 Regional Banks TSR of $102.05, and net income of $223,009 thousand for 2024 .
Past Roles
The latest DEF 14A provides Owens’ current titles in NEO disclosures but does not include a biography detailing prior roles or years by organization .
External Roles
No external directorships or positions for Owens are disclosed in the latest DEF 14A .
Fixed Compensation
Multi-year compensation summary for Owens (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $393,333 | $416,667 | $430,500 |
| Stock Awards ($) | $249,936 | $247,110 | $324,788 |
| Non-Equity Incentive Plan Compensation ($) | $320,000 | $268,758 | $529,200 |
| All Other Compensation ($) | $37,748 | $66,634 | $60,116 |
Base salary and target bonus changes:
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary in Effect ($) | $420,000 | $441,000 |
| Target Annual Bonus (% of Salary) | 50% | 60% |
Perquisites and employer contributions (2024 detail):
| Item | Amount ($) |
|---|---|
| Dividends on unvested time-based restricted stock | $11,612 |
| Club dues | $6,549 |
| 401(k) match | $20,700 |
| Trustmark contributions under NQDC Plan | $21,255 |
| Total All Other Compensation | $60,116 |
Performance Compensation
Annual Management Incentive Plan (MIP) — corporate metrics and 2024 results used for NEOs:
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Performance Factor | Notes |
|---|---|---|---|---|---|---|---|
| EPS | 50% | $2.16 | $2.54 | $2.92 | $3.15 | 2.00 | Corporate metric applied to all NEOs |
| Efficiency Ratio | 20% | 69.64% | 66.32% | 63.00% | 62.70% | 2.00 | Corporate metric applied to all NEOs |
| NPAs / Total Loans (+ LHFS + ORE) | 10% | 0.98% | 0.82% | 0.66% | 0.65% | 2.00 | Corporate metric applied to all NEOs |
| Adjusted Non-Interest Expense (Core) ($MM) | 20% (CEO) | $521.825 | $511.593 | $501.361 | $500.440 | 2.00 | Corporate metric; for other NEOs split 10% Corporate + 10% LOB |
Owens’ MIP target and 2024 payout:
| Item | 2024 |
|---|---|
| Target (% of Base Salary) | 60% |
| Target ($) | $264,600 |
| Actual MIP Award (% of Target) | 200.00% |
| Actual MIP Award ($) | $529,200 |
Long-Term Incentives (LTI) — 2024 grant design and Owens’ grants:
| Equity Vehicle | Weight | Design / Vesting | Owens — 2024 Grants |
|---|---|---|---|
| PSUs | 50% | 3-year performance (Jan 1, 2024–Dec 31, 2026) on ROATE (50%) and relative TSR (50%); payout 0–200%; dividend equivalents vest only on earned units | Target 4,651 PSUs; grant date 2/14/2024; grant date fair value $124,033 |
| RSUs (time-based) | 50% | 3-year cliff vesting; dividend equivalents paid only upon vest | 4,650 RSUs granted 2/14/2024 ($124,155), plus one-time 2,000 RSUs granted 12/3/2024 ($76,600) in recognition of 2024 strategic transactions |
PSUs earned for 2022–2024 performance:
| Metric | Target PSUs | Actual PSUs Earned |
|---|---|---|
| Owens — 2022 grant performance cycle | 3,827 | 6,927 (181% of target) |
Outstanding equity awards at 12/31/2024 (Owens):
| Category | Units (#) | Market/Payout Value ($) |
|---|---|---|
| Unvested time-based RSUs | 14,622 | $517,181 (at $35.37) |
| Unearned PSUs (target) | 15,724 | $556,158 (at $35.37) |
Performance award metrics and payout curve (program detail):
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| ROATE (absolute) | 80% result → 25% payout | 100% result → 50% payout | 120% result → 100% of target |
| Relative TSR Percentile | 30th → 17.5% payout | 50th → 50% payout | 75th → 100% of target |
| Overall Achievement | — | 100% | 200% |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial ownership (as of 1/31/2025) | 36,648 shares |
| Stock ownership guidelines | Executive Strategy Committee: 2x base salary; CEO: 5x; Other Executive Mgmt: 1.5x |
| Compliance status (2024 review) | Owens met minimum ownership required |
| Pledging | Prohibited for directors/executives; none currently pledged |
| Hedging | Prohibited for all insiders |
Employment Terms
Change-in-control agreement terms (Owens and other NEOs):
| Provision | Terms |
|---|---|
| Severance multiple (CIC) | 2x base salary + average annual bonuses for prior two years (lump sum within 60 days) |
| Health & welfare continuation | 18 months on same premium cost sharing basis |
| Triggers | Double-trigger (termination without cause/death/disability or resignation for good reason within 2 years post-CIC) |
| Covenants | Confidentiality; non-solicitation and non-competition for 12 months after employment ends when eligible for CIC severance; breach allows Trustmark to retain severance |
| Equity vesting on CIC | RSUs: 100% time-based vesting; PSUs: pro-rata based on actual performance; dividends paid on vesting shares (policy detail) |
| Tax gross-ups | None; “best net” approach to avoid 280G only if after-tax is improved |
| Clawback | Comprehensive Policy adopted Oct 24, 2023; restatement-triggered recovery of excess incentive comp for prior 3 fiscal years (cash/equity tied to financial reporting measures) |
Estimated potential payments for Owens (as of 12/31/2024):
| Scenario | Severance ($) | RSUs/PSUs Accelerated ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|
| Non-CIC termination by company without cause or by executive for good reason | — | $453,096 | — | $453,096 |
| CIC termination by company without cause or by executive for good reason | $1,449,758 | $698,781 | $42,995 | $2,191,534 |
Deferred compensation (Owens):
| Item | 2024 Amount ($) |
|---|---|
| Trustmark contributions in last fiscal year (NQDC Plan) | $24,400 |
| Aggregate balance at last fiscal year-end | $53,538 |
Compensation Structure Analysis
- Mix and design: Owens’ at-risk pay increased via a higher MIP target (50% → 60%) effective 2024 and continued 50/50 split between PSUs and RSUs; Trustmark does not grant options and currently has none outstanding, indicating a shift to full-value equity awards rather than options .
- Discretion and target changes: The Human Resources Committee adjusted 2024 metric thresholds/targets mid-year to reflect significant non-routine transactions (FBBI sale, securities restructuring, delinquent mortgage sale, Visa stock exchange), keeping pay-for-performance alignment; no discretionary MIP adjustments were made at year-end .
- One-time retention/performance recognition: Owens received a one-time 2,000 RSU grant on December 3, 2024 with 3-year cliff vesting, in recognition of additional efforts tied to 2024 strategic actions .
- Governance and shareholder sentiment: Say-on-pay approval was >98.3% in 2024, and Trustmark maintains ownership guidelines, clawback, hedging prohibition, and double-trigger CIC provisions; no tax gross-ups .
Compensation Peer Group
Trustmark’s 2024 compensation peer group (20 companies; assets ~$11.9B–$41.6B, market cap ~$1.0B–$3.5B):
| Peer Companies |
|---|
| Ameris Bancorp; Associated Banc-Corp; Atlantic Union Bankshares Corporation; Banner Corporation; Eastern Bankshares, Inc.; FB Financial Corporation; First Busey Corporation; First Financial Bancorp; First Merchants Corporation; Fulton Financial Corporation; Glacier Bancorp, Inc.; Hancock Whitney Corporation; Heartland Financial USA, Inc.; Independent Bank Group, Inc.; NBT Bancorp, Inc.; Renasant Corporation; Simmons First National Corporation; United Bankshares, Inc.; United Community Banks, Inc.; WesBanco, Inc. |
Say-On-Pay & Shareholder Feedback
- Advisory vote approval: 98.3% approval in 2024; no material program changes implemented in response .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none currently pledged (positive alignment) .
- Tax gross-ups: Not provided on CIC (shareholder-friendly) .
- Option repricing: No stock options outstanding (no repricing risk) .
- Clawback: Robust policy aligned with SEC/Nasdaq rules (restatement-based recovery) .
- Related party: Related transactions overseen under policy; no Owens-related items disclosed .
- Insider selling pressure: Not disclosed in proxy; monitor Form 4 filings for activity and upcoming vesting dates (RSUs vest on third anniversary of grant) .
Equity Vesting Schedules and Upcoming Pressure
| Grant | Type | Units | Grant Date | Vesting |
|---|---|---|---|---|
| 2024 annual LTI | RSUs | 4,650 | 2/14/2024 | 3-year cliff (expected 2/14/2027) |
| 2024 annual LTI | PSUs (target) | 4,651 | 2/14/2024 | Performance cycle ends 12/31/2026; settle post-cycle |
| 2024 special | RSUs | 2,000 | 12/3/2024 | 3-year cliff (expected 12/3/2027) |
| 2023 annual LTI | RSUs | 4,146 | 2/15/2023 | 3-year cliff (expected 2/15/2026) |
| 2022 annual LTI | RSUs | 3,826 | 2/16/2022 | Vested 2/16/2025 (3-year cliff); PSUs earned at 181% |
Investment Implications
- Pay-for-performance alignment is strong: Owens’ 2024 cash incentive paid at 200% of target on corporate metrics that exceeded maximums, and 2022–2024 PSUs paid at 181% of target, reflecting improved ROATE and TSR relative to peers . Upcoming PSU/RSU vesting and continued adherence to strict ownership and anti-pledging policies reduce misalignment risk .
- Retention risk appears contained: One-time 2024 RSU grant acknowledging extraordinary work (FBBI sale/securities restructuring) and double-trigger CIC protections with non-compete/non-solicit terms support retention and discourage opportunistic departures; no tax gross-ups and strong clawback mitigate shareholder-unfriendly outcomes .
- Trading signals: Monitor scheduled RSU cliffs in 2026–2027 and any Form 4 activity around vesting windows; while pledging is prohibited, vesting-related liquidity events could create modest selling pressure (RSU dividends accumulate and pay on vest) .
- Governance quality and shareholder support: High say-on-pay approval, independent HRC advised by Pearl Meyer, clear ownership guidelines, and hedging/pledging prohibitions indicate robust governance and executive alignment, supportive of long-term equity holders .