Wayne Stevens
TRUSTMARKAbout Wayne Stevens
Wayne A. Stevens serves as President – Retail Banking at Trustmark National Bank and is a Named Executive Officer (NEO). He has held this role since September 2011; his age is disclosed as 60 in the 2024 Form 10-K executive officer listing . Compensation outcomes in 2024 reflect near-max performance on company metrics: his annual cash incentive paid at 197.20% of target ($418,751), driven by strong EPS, efficiency ratio, NPAs and expense control metrics, with LOB expense also included for non-CEO NEOs . Company performance improved: adjusted net income from continuing operations rose to $186.3 million (diluted EPS $3.04) from $159.2 million ($2.60) in 2023, a 17.0% increase, while governance adopted a clawback policy in October 2023 and enforces stock ownership and anti-hedging/pledging policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trustmark National Bank | President – Retail Banking | Sep 2011–present | Leads retail banking; subject to corporate EPS/efficiency/NPAs and LOB expense metrics under MIP |
External Roles
- No external directorships or outside roles for Wayne Stevens are disclosed in recent filings.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary paid ($) | $400,975 | $414,022 | $420,533 |
| Stock awards ($) | $249,936 | $247,110 | $248,188 |
| Non-equity incentive plan ($) | $321,831 | $266,435 | $418,751 |
| All other compensation ($) | $48,287 | $75,490 | $74,829 |
| Total ($) | $1,021,029 | $1,082,799 | $1,162,301 |
| 2024 MIP Detail | Value |
|---|---|
| Base salary in effect ($) | $424,696 |
| Target award (%) | 50% (unchanged from 2023) |
| Target award ($) | $212,348 |
| Actual payout (% of target) | 197.20% |
| Actual payout ($) | $418,751 |
| 2024 Perquisites & Company Contributions | Amount ($) |
|---|---|
| Automobile allowance/use of company car | $11,535 |
| Dividends on unvested time-based RS | $11,612 |
| Club dues | $10,464 |
| 401(k) match | $20,700 |
| NQDC Plan contributions | $20,518 |
| Total | $74,829 |
Performance Compensation
| 2024 LTI Awards (Grant date 2/14/2024) | Detail |
|---|---|
| PSUs at target ($) | $125,000 |
| PSUs at target (#) | 4,651 |
| RSUs ($) | $125,000 |
| RSUs (#) | 4,650 |
| PSU performance period | 1/1/2024–12/31/2026 |
| RSU vesting | 3-year cliff on third anniversary |
| Valuation basis | 10-day avg closing price $26.88 |
| 2024 Corporate MIP Metrics (applied to NEOs) | Weight | Threshold | Target | Maximum | Actual | Payout factor |
|---|---|---|---|---|---|---|
| EPS (diluted) | 50% | $2.16 | $2.54 | $2.92 | $3.15 | 2.00× |
| Efficiency Ratio (Core) | 20% | 69.64% | 66.32% | 63.00% | 62.70% | 2.00× |
| NPAs/Total loans + ORE | 10% | 0.98% | 0.82% | 0.66% | 0.65% | 2.00× |
| Adjusted Non-Interest Expense (Core) ($mm) | 20% | $521.825 | $511.593 | $501.361 | $500.440 | 2.00× |
| Note: For non-CEO NEOs | — | Corporate core expense 10% + LOB expense 10% (weightings) | — | — | — | — |
| PSU Earnout (2022–2024 performance cycle) | Target PSUs | Actual PSUs earned |
|---|---|---|
| Wayne A. Stevens | 3,827 | 6,927 (181% vesting) |
Equity Ownership & Alignment
| Beneficial Ownership | As of 02/01/2017 | As of 02/01/2023 | As of 01/31/2025 |
|---|---|---|---|
| Shares beneficially owned | 39,046 | 41,716 | 55,666 |
| % of shares outstanding | <1% (not shown) | <1% (not shown) | <1% (not shown) |
| Outstanding Equity Awards at 12/31/2024 | Amount |
|---|---|
| Unvested RSUs (#) | 12,622 |
| Market value of unvested RSUs ($) | $446,441 (at $35.37) |
| Unearned PSUs at target (#) | 15,724 |
| Market/payout value of unearned PSUs ($) | $556,158 (at $35.37) |
| Note | No options outstanding |
- Stock ownership guidelines: executives must hold stock equal to multiples of base salary (CEO 5x, Exec Strategy Committee 2x, other exec management 1.5x); Stevens meets his required minimum ownership level as of 2024 review .
- Anti-hedging and pledging: hedging prohibited; directors/executives generally prohibited from pledging, and no current pledges exist .
- Clawback: comprehensive executive clawback adopted October 24, 2023 per Rule 10D-1; recovery of incentive comp upon restatement (past 3 fiscal years) .
Employment Terms
| Potential Payments (assumed event at 12/31/2024) | Non-CIC termination | CIC termination |
|---|---|---|
| Severance | — | $1,429,332 |
| Restricted stock – accelerated vesting | $451,115 | $628,041 |
| Executive Deferral Plan – incremental vesting | — | $66,076 |
| Health & welfare continuation | — | $53,145 |
| Total | $451,115 | $2,176,594 |
- CIC agreements (2014 form): double-trigger; if terminated without cause or resigns for good reason within 2 years post-CIC, lump sum equals 2× (base salary at CIC + average bonuses of prior 2 years) plus 18 months of medical/dental/vision/group life coverage; includes 12-month non-compete/non-solicit when severance payable; “best net” excise tax approach; release required .
- RSUs since 2024 are expressly double-trigger for vesting upon CIC; severance terms apply only with qualifying termination .
- Executive Deferral Plan: Wayne’s annual retirement benefit is $100,000; 21 years credited; present value of accumulated benefit $925,015 at 12/31/2024 (some amounts vest over time) .
- Non-Qualified Deferred Compensation (NQDC): 2024 executive contributions $66,609; company contributions $24,351; 2024 earnings $58,076; ending balance $759,051 .
Performance & Track Record
| Value of $100 Investment (Total Shareholder Return) | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Trustmark TSR ($) | $82.09 | $100.46 | $111.19 | $92.30 |
| S&P 500 Regional Banks TSR ($) | $95.47 | $134.16 | $99.93 | $78.33 |
| Adjusted Continuing Ops Performance | 2023 | 2024 |
|---|---|---|
| Adjusted net income ($mm) | $159.2 | $186.3 |
| Adjusted diluted EPS ($) | $2.60 | $3.04 |
| Notable disclosure | Committee revised 2024 MIP targets in Sept 2024 to reflect major transactions (insurance sale gain, securities loss, mortgage sale, Visa C shares FV) |
Investment Implications
- Alignment: Near-max 2024 MIP payout (197.20% of target) aligns with strong EPS and efficiency outcomes; PSU framework emphasizes ROATE and relative TSR, with 181% vesting for the 2022–2024 cycle supporting long-term alignment .
- Retention risk: Long tenure (since 2011) and double-trigger CIC agreements reduce involuntary departure risk; however, potential CIC payout of ~$2.18 million could incentivize exit under qualifying scenarios .
- Selling pressure: Upcoming RSU cliffs (grants from 2/16/2022, 2/15/2023, 2/14/2024 vest on third anniversaries) total 12,622 RSUs at year-end 2024, potentially creating supply around 2025–2027 vest dates; PSU achievements convert to unrestricted shares, increasing float on vesting .
- Governance and risk controls: No options outstanding (lower leverage risk), no pledging, hedging banned, and an SEC-compliant clawback policy in place; say-on-pay support >98% in 2024 underscores investor acceptance of the pay program .