TRUSTMARK CORP Stock Compensation Disclosure
Note 15 – Stock and Incentive Compensation Plans
Trustmark has granted restricted stock units subject to the provisions of the Stock and Incentive Compensation Plan (the Stock Plan). Current outstanding and future grants of restricted stock units are subject to the provisions of the Stock Plan, which is designed to provide flexibility to Trustmark regarding its ability to motivate, attract and retain the services of key associates and directors. The Stock Plan also allows Trustmark to grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and performance units to key associates and directors. At December 31, 2025, the maximum number of shares of Trustmark’s common stock available for issuance under the Stock Plan was 636,021 shares.
Restricted Stock Grants
Performance Units
Trustmark’s performance units vest over three years and are granted to Trustmark’s executive and senior management teams. Performance units granted vest based on performance goals of return on average tangible equity and total shareholder return. Performance units are valued utilizing a Monte Carlo simulation model to estimate fair value of the units at the grant date. The Monte Carlo simulation is performed by an independent valuation consultant and requires the use of subjective modeling assumptions. These units are amortized using the straight-line method over the requisite service period. These units are granted at 100% of target, yet provide for achievement units if performance measures exceed 100%. The restricted stock agreement for these units provides for dividend privileges, but no voting rights.
The following table summarizes Trustmark’s performance unit activity for the periods presented:
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Years Ended December 31, |
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2025 |
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2024 |
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2023 |
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Weighted- |
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Weighted- |
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Weighted- |
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Average |
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Average |
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Average |
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Grant-Date |
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|
|
|
Grant-Date |
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Grant-Date |
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Shares |
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Fair Value |
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Shares |
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Fair Value |
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Shares |
|
|
Fair Value |
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Nonvested shares, beginning of year |
|
|
208,045 |
|
|
$ |
29.39 |
|
|
|
174,214 |
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|
$ |
30.81 |
|
|
|
148,416 |
|
|
$ |
31.63 |
|
Granted |
|
|
63,392 |
|
|
|
37.61 |
|
|
|
80,580 |
|
|
|
26.67 |
|
|
|
70,666 |
|
|
|
29.78 |
|
Adjustment for performance factor |
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|
47,415 |
|
|
|
32.64 |
|
|
|
9,348 |
|
|
|
30.02 |
|
|
|
— |
|
|
|
— |
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Released from restriction |
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|
(105,951 |
) |
|
|
32.64 |
|
|
|
(54,973 |
) |
|
|
30.02 |
|
|
|
(39,943 |
) |
|
|
31.98 |
|
Forfeited |
|
|
(7,674 |
) |
|
|
30.50 |
|
|
|
(1,124 |
) |
|
|
28.32 |
|
|
|
(4,925 |
) |
|
|
31.41 |
|
Nonvested shares, end of year |
|
|
205,227 |
|
|
$ |
30.96 |
|
|
|
208,045 |
|
|
$ |
29.39 |
|
|
|
174,214 |
|
|
$ |
30.81 |
|
Time-Based Units
Trustmark’s time-based units granted to Trustmark’s executive and senior management teams vest over three years. Trustmark’s time-based units granted to members of Trustmark’s Board of Directors vest over one year. Time-based units are valued utilizing the fair value of Trustmark’s stock at the grant date. These units are amortized on the straight-line method over the earlier of the requisite service period or at age 65. The restricted stock agreement for these units provides for dividend privileges, but no voting rights.
The following table summarizes Trustmark’s time-based unit activity for the periods presented:
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|
Years Ended December 31, |
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2025 |
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|
2024 |
|
|
2023 |
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|
|
Weighted- |
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|
Weighted- |
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|
|
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Weighted- |
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Average |
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Average |
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Average |
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Grant-Date |
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|
Grant-Date |
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Grant-Date |
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Shares |
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Fair Value |
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|
Shares |
|
|
Fair Value |
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|
Shares |
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|
Fair Value |
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Nonvested shares, beginning of year |
|
|
372,276 |
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|
$ |
29.37 |
|
|
|
358,252 |
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|
$ |
30.04 |
|
|
|
312,978 |
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|
$ |
30.99 |
|
Granted |
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|
131,224 |
|
|
|
36.99 |
|
|
|
167,646 |
|
|
|
27.27 |
|
|
|
145,003 |
|
|
|
28.59 |
|
Released from restriction |
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|
(123,655 |
) |
|
|
31.50 |
|
|
|
(140,637 |
) |
|
|
28.63 |
|
|
|
(90,587 |
) |
|
|
30.90 |
|
Forfeited |
|
|
(17,592 |
) |
|
|
30.76 |
|
|
|
(12,985 |
) |
|
|
28.79 |
|
|
|
(9,142 |
) |
|
|
30.72 |
|
Nonvested shares, end of year |
|
|
362,253 |
|
|
$ |
31.34 |
|
|
|
372,276 |
|
|
$ |
29.37 |
|
|
|
358,252 |
|
|
$ |
30.04 |
|
The following table presents information regarding compensation expense for units under the Stock Plan for the periods presented ($ in thousands):
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At December 31, 2025 |
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Recognized Compensation Expense |
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Unrecognized |
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Weighted Average |
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for Years Ended December 31, |
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Compensation |
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Life of Unrecognized |
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2025 |
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2024 |
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|
2023 |
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Expense |
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Compensation Expense |
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Performance awards |
|
$ |
2,053 |
|
|
$ |
2,827 |
|
|
$ |
1,772 |
|
|
$ |
2,208 |
|
|
|
1.69 |
|
Time-based awards |
|
|
4,160 |
|
|
|
4,388 |
|
|
|
4,383 |
|
|
|
2,967 |
|
|
|
1.69 |
|
Total |
|
$ |
6,213 |
|
|
$ |
7,215 |
|
|
$ |
6,155 |
|
|
$ |
5,175 |
|
|
|
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|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 20, 2020 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.