Tracy Conerly
TRUSTMARKAbout Tracy T. Conerly
Tracy T. Conerly, age 60, has served as an independent director of Trustmark Corporation since 2015. She is a certified public accountant and former certified valuation analyst, previously a Partner at Carr, Riggs & Ingram, LLC, bringing significant audit, valuation, and tax expertise; she is designated by the Board as an audit committee financial expert . In 2024, each director attended 100% of Board and committee meetings; the Board met six times, and all directors were present at the annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carr, Riggs & Ingram, LLC | Retired Partner (CPA; former CVA) | Not disclosed | Financial/accounting expertise used in audit oversight; prior service on Bank ALCO informs balance sheet risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Corporate Directors | Member | Not disclosed | Professional governance engagement |
Board Governance
- Independence: The Board determined Mrs. Conerly is independent under Nasdaq rules .
- Committee assignments and chair roles:
- 2024: Audit (Chair through April 23, 2024, then member), Finance, and Nominating & Governance (member until April 23, 2024) .
- 2025 slate: Audit Committee member; designated audit committee financial expert .
- Attendance/engagement: 100% Board and committee meeting attendance in 2024; directors expected to attend the annual meeting (all did) .
- Board practices: Independent director executive sessions; charters reviewed annually; mandatory retirement at 75; Lead Independent Director structure in place .
| 2024 Committee | Role | Meetings Held |
|---|---|---|
| Audit | Chair until April 23, 2024; then member | 5 |
| Finance | Member | 5 |
| Nominating & Governance | Member until April 23, 2024 | 8 |
Fixed Compensation
- Director fee structure (2024): Annual Board retainer $45,000; Committee Chair retainer $20,000; Lead Director retainer $30,000; Committee member retainer $2,500 per committee; Board Chair retainer $150,000 .
- 2024 actual compensation for Mrs. Conerly:
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $57,667 |
| Stock awards (time-based RSUs) | $57,635 |
| All other compensation (dividends on unvested restricted stock) | $1,977 |
| Options | None |
Performance Compensation
- Equity grant design: Directors received time-based RSUs (not performance-conditioned). On April 23, 2024, each non-employee director received 2,092 RSUs, vesting April 23, 2025; accelerated vesting upon certain events as specified. Grant-date fair value ~ $55,000 per director .
- Performance metrics tied to director pay: None disclosed; director equity is time-based (no TSR/ROATE linkage) .
| Director Equity Grant | Grant Date | Units | Vest Date | Grant-Date Fair Value |
|---|---|---|---|---|
| Time-based RSUs | Apr 23, 2024 | 2,092 | Apr 23, 2025 | ~$55,000 per director |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Related Parties |
|---|---|---|---|
| None disclosed | — | — | None disclosed in proxy |
Expertise & Qualifications
- CPA; former CVA; extensive audit, valuation, and tax background; qualifies as audit committee financial expert .
- Prior participation in Bank Asset/Liability Committee (now Finance Committee), supporting liquidity and balance sheet risk oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 31, 2025) | 18,805 shares (includes 1,500 shares owned by spouse; no voting/investment control) |
| Shares outstanding basis | 60,765,271 shares (includes unvested restricted stock) |
| Ownership % (approximate) | ~0.031% (18,805 / 60,765,271) |
| Unvested director RSUs (Dec 31, 2024) | 2,092 per non-employee director |
| Pledged shares | Directors prohibited from pledging; group disclosure indicates none pledged |
| Director ownership guidelines | Minimum of 6x annual cash retainer; unvested time-based RSUs count toward guideline; until met, 100% of shares from awards must be held; all current directors except Mr. Eduardo and Mrs. Turnipseed meet the requirement (Conerly meets) |
Insider Trades
| Date | Type | Shares | Price | Value | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| Nov 4, 2025 | Sale | 8,000 | $37.215 (weighted avg.; range $37.17–$37.27) | $297,720 | 13,421 direct; 1,500 spouse |
Note: GuruFocus/InsideArbitrage summaries corroborate the Form 4 transaction and holdings, but primary evidence is the Form 4 filing and reputable financial news summaries .
Governance Assessment
- Committee effectiveness: Conerly’s rotation from Audit Chair to member (April 23, 2024) and continued Audit/Finance service, combined with audit financial expert designation, supports robust oversight of financial reporting, internal controls, and balance sheet strategy .
- Independence and engagement: Independent status, NACD membership, and perfect attendance indicate strong governance engagement; independent director executive sessions further enhance oversight .
- Alignment and incentives: Director stock ownership guideline at 6x retainer and required holding of award shares ensure long-term alignment; no director pledging permitted; Conerly meets the guideline .
- Related-party exposure: No related-party transactions disclosed involving Conerly; notable related-party items pertained to another director (Yates), reviewed and approved under the Audit Committee’s policy .
- Shareholder confidence indicators: 2024 say-on-pay approval of 98.3% suggests broad investor endorsement of compensation governance; while aimed at executives, it reflects overall compensation oversight quality .
Red Flags
- None disclosed specific to Conerly: no hedging/pledging, no related-party deals, and full attendance. One late-2025 open-market sale (8,000 shares) should be monitored for pattern but is not, on its face, a governance violation given robust ownership guidelines and continued holdings .
Implications for investors
- Conerly’s audit/accounting depth and prior ALCO experience strengthen board oversight of financial reporting and balance sheet risk—key for regional banks. Her governance profile (independence, attendance, ownership) is supportive of investor confidence, with no apparent conflicts and sound alignment structures .