Notice of Annual Meeting of Shareholders

The 20212023 Annual Meeting of Shareholders of Trustmark Corporation (Trustmark) will be held as follows:

DATE AND TIME

DATE AND TIME Tuesday, April 25, 2023, at 1:00 p.m. CT LOCATION Trustmark Corporate Office 248 East Capitol Street Jackson, Mississippi 39201  ITEMS OF BUSINESS 1)  To elect a board of 11 directors to hold office for the ensuing year or until their successors are elected and qualified. 2)  To provide advisory approval of Trustmark’s executive compensation. 3)  To provide an advisory vote on the frequency of advisory votes on Trustmark’s executive compensation. 4)  To approve an amendment and restatement of Trustmark’s articles of incorporation to provide for exculpation of directors in accordance with Mississippi law. 5)  To ratify the selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2023. 6)  To transact such other business as may properly come before the meeting.

Tuesday, April 27, 2021, at 1:00 p.m. CT

VIRTUAL ATTENDANCE

Due to the public health impact of the COVID-19 pandemic, the Annual Meeting will be held virtually. You will be able to attend, vote and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TRMK2021 and entering the 16-digit control number printed in the box marked by the arrow on your proxy card or printed on your voting instruction form, notice of internet availability of proxy materials, or email previously received.

ITEMS OF BUSINESS

1) To elect a board of 12 directors to hold office for the ensuing year or until their successors are elected and qualified.

2) To provide advisory approval of Trustmark’s executive compensation.

3) To ratify the selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2021.

4) To transact such other business as may properly come before the meeting.

RECORD DATE

Shareholders of record on March 1, 2021,2023, are entitled to notice of and to vote at the Annual Meeting.

PROXY VOTING/REVOCATION

Your vote is important. You are urged to vote your shares as soon as possible, whether or not you plan to attend the meeting. Please vote your shares in one of the following ways:

Granville Tate, Jr.

Secretary

March 15, 20212023

		Trustmark Corporation P. O. Box 291 Jackson, Mississippi 39205

March 15, 20212023

Dear Shareholder:

On behalf of your Board of Directors, we cordially invite you to attend Trustmark’s Annual Shareholders’ Meeting at Trustmark’s Corporate Office, 248 East Capitol Street, Jackson, Mississippi 39201, on April 27, 2021,25, 2023, at 1:00 p.m. CT. Due to the public health impact of the COVID-19 pandemic, the meeting will be held virtually. At the meeting, you will have the opportunity to elect twelve11 directors who bring diverse perspectives and valuable leadership skills to Trustmark. Their guidance will enable us to successfully compete in an evolving industry and continue our steadfast commitment to the customers, associates, shareholders and communities we have the privilege of serving. Your vote is important to us. The proposals to be considered are described in this proxy statement, and instructions on how to vote your shares may be found on page 4. We encourage you to vote your shares in advance of the meeting to ensure the presence of a quorum.

This past year has been an extremely challenging time for everyone. The effects ofWe made significant progress across the COVID-19 pandemic significantly impactedorganization during the waysyear. Loan growth in which we live, work2022 was the highest in Trustmark’s history. Credit quality remained strong. Net interest income and interact with one another. As an essentialthe net interest margin were up significantly. Our insurance business in the communities we serve, our associates quickly adapted and found new ways to serve customers and meet their financial needs during these unprecedented times. Customers embraced our digital banking platforms, and many associates transitioned to a remote work environment. While not without challenges, our associates never missed a beat.posted another record year. We also leveragedmade significant investments in technology, including conversion to a state-of-the-art loan system designed to enhance efficiency and learned lessonsproductivity. With all of these positive advancements, our financial results were overshadowed by a settlement that, have strengthenedpending court approval, will resolve all current and potential future claims relating to litigation involving the organization.

During 2020,Stanford Financial Group that began in 2009. While we continuedexpressly deny any liability or wrongdoing with respect to build uponthis matter, we believe the settlement is in the best interest of Trustmark and our shareholders as it eliminates risk, ongoing expense and uncertainty. With this matter now behind us, we will focus more intently on the future and the opportunities that are ahead. Trustmark is very well-positioned to serve and expand its customer relationships as reflected by solid growth in our banking, mortgage banking, wealth managementbase and insurance businesses. Net income and diluted earnings per share reached record levels, and we continued investments to enhance our franchise and competitive position. We also returned capital to shareholders through consistent quarterly dividends, and we made significant contributions to strengthen our communities. create long-term value for shareholders.

We invite you to review our Form 10-K and our 20202022 Year in Review, both of which are available at investorrelations. trustmark.cominvestorrelations.trustmark.com or in hard copy upon request. These documents will provide more detailed information about your company.

Thank you for your continued support of Trustmark and your participation in this important process.

Sincerely,

Gerard R. Host Chair of the Board		Duane A. Dewey
Executive Chairman		President and Chief Executive Officer

TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. Please read the entire proxy statement carefully before voting as this is only a summary.

Information About the 20212023 Annual Meeting

Proposals

Financial Highlights – 2022

Corporate Governance Highlights

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Eight members of the Board of Directors of Trustmark (the Board) are independent. Directors must notify Trustmark of changes in professional responsibilities and residence and comply with a directors’ attendance policy. Directors are subject to Trustmark stock ownership requirements. The Board has adopted, and annually reviews, formal charters for the Board and its committees to address the governance guidelines and responsibilities of each. A CEO succession planning process is in place to promote continuity of leadership and an orderly transition upon the CEO’s retirement or other termination of employment. Directors are required to retire at the age of 70. The Board has the authority to seek advice or counsel from external advisors as needed. In the event the Board Chairman is not independent, the Chairman of the Executive Committee, an independent director, serves as Lead Director. Independent directors meet without management present. The Board has adopted codes of conduct/ethics for directors, senior financial officers and associates. The Executive Committee of the Board reviews the corporate governance structure and annually evaluates each director’s performance against specific performance criteria designed to evaluate the director’s contributions. Executive Compensation Highlights What we do:

 

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Directors must notify Trustmark of changes in professional responsibilities and residence and comply with a directors’ attendance policy.

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A CEO succession planning process is in place to promote continuity of leadership and an orderly transition upon the CEO’s retirement or other termination of employment.

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The Board has the authority to seek advice or counsel from external advisors as needed.

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How to Vote

Shareholders of record can vote at the Annual Meeting or by proxy without attending the Annual Meeting.

To vote by proxy:

If you hold your shares through a bank, broker or other holder of record, your bank, broker or other holder of record will provide you with materials and instructions for voting your shares. If you hold your shares through a bank, broker or other holder of record, and you plan to vote your shares at the Annual Meeting, you should complete the voting instructions form that the bank, broker or other holder of record will provide to you or use the telephone or Internet voting arrangements described on the voting instructions form or other materials that the bank, broker or other holder of record will provide to you.

You will receive multiple Notices of Internet Availability or printed copies of the proxy materials if you hold your shares in different ways (e.g., individually, by joint tenancy, through a trust or custodial account, etc.) or in multiple accounts. Please vote the shares represented by each Notice of Internet Availability or proxy card you receive to ensure that all of your shares are voted.

Revoking Your Proxy

If you are a shareholder of record, you may revoke your proxy at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering written notice to the Secretary at or prior to the Annual Meeting or by timely delivery to the Secretary of a subsequently dated proxy card or by submitting a later vote by Internet or smartphone (instructions are on the Notice of Internet Availability or the proxy card). In the case of multiple submissions regarding the same shares, the proxy with the latest date will be counted. The address for the Secretary is c/o Trustmark Corporation, Post Office Box 291, Jackson, MS 39205.

If you hold your shares through a bank, broker or other holder of record, your ability to revoke your proxy depends on the voting procedures of the bank, broker or other holder of record. Please follow the directions provided to you by your bank, broker or other holder of record.

Voting on Other Matters

The Board is not aware of any additional matters to be brought before the meeting. If other matters do come before the meeting, the persons named in the accompanying proxy or their substitutes will vote the shares represented by such proxies in accordance with the recommendations of the Board.

CORPORATE GOVERNANCE

Overview

During 2022, the Board undertook a comprehensive review of its governance structure and processes. As a result of such review, the Board approved a number of structural and procedural changes in order to enhance the Board’s effectiveness in providing oversight and strategic advice to management. The key structural changes involve a re-organization of several Board committees and a re-allocation of responsibilities amongst such committees. These changes took effect on January 1, 2023, and the descriptions of each committee’s responsibilities below reflect the re-organized committee structure as of such date. In addition to the committee changes, the Board has implemented a number of changes to the Board and committee processes designed to expand Board engagement and provide additional focus on value-enhancing and forward-looking activities.

Trustmark’s revised governance structure enables the Board to more effectively and efficiently address key, specific issues such as business growth, human capital, enterprise risk management, and technology, among others. This is accomplished through fivesix standing Board committees and through the effective utilizationuse of the directors’ combined wisdom, and diverse experience and business knowledge.

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Director Attendance at the Annual Meeting

Directors are expected to attend the annual meeting of shareholders,Annual Meeting, and in 2020,2022, all of our directorsDirectors were present at the annual meeting.meeting of shareholders.

Director Independence

The Board has determined that the following current directors and director nominees are “independent directors” (within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules):

The Board also determined in 2022 that former Director Toni D. Cooley, who retired from the Board in April 2022, was an “independent director.”

In conjunction with these independence determinations, the Board considered certain relationships, including through family members and business affiliates, that (i) Messrs. Brown and Puckett, General Collins, Dr. Hays, and Mrs. Conerly have, and Ms. Cooley havehad, as customers of the Bank’s subsidiary, Fisher Brown Bottrell Insurance, Inc. (Fisher Brown Bottrell), a subsidiary of Trustmark National Bank (the Bank), and (ii) Messrs. Baker, Brown, Eduardo and Puckett, General Collins and Dr. Hays have as customers of the wealth management and trust services division of the Bank. The Board also noted that a number of directors, including through business affiliates, have customer relationships with the Bank in the form of routine deposit, credit card and/or loan products in the ordinary course. In each case, the Board concluded that the business relationship did not interfere with the individual’s ability to exercise independent judgment as a director of Trustmark.

Board Leadership

Under Trustmark’s governance guidelines, which are contained in the Board Charter, the Board has the responsibility to determine the most appropriate leadership structure for the company, including whether it is best for the company at a given point in time for the roles of Board ChairmanChair and CEO to be separate or combined.

Trustmark maintained separate Board Chairman and CEO positions from 2011 until 2020. Following the retirement of the prior Board Chairman at the 2020 annual meeting of shareholders, Trustmark combined the roles of Board Chairman and CEO in order to facilitate a smooth and seamless transition of both Board and executive leadership, consistent with Trustmark’s ongoing succession process. Mr. Host served as Board Chairman and CEO through December 31, 2020. During this period of transition, the Board determined that Trustmark would benefit from Mr. Host occupying both roles while leading the Board in its oversight function and consideration of broader corporate strategy. On January 1, 2021, Mr. Dewey succeeded Mr. Host as CEO of Trustmark and the Bank withon January 1, 2021, at which time Mr. Host becomingbecame Executive Chairman of Trustmark and the Bank. In his role as Executive Chairman, Mr. Host focusesfocused on issues involving board governance, corporate strategy, corporate development, investor relations, industry engagement and civic leadership. The Board believesFollowing the 2022 annual meeting of shareholders, Mr. Host’s long tenure provides him with valuable insights regarding Trustmark’s business, which enable him to offer strategic advice and guidance in his roleHost ceased serving as Executive Chairman.Chairman, and became Board Chair.

Trustmark’s Board Charter and Bylaws provide that if the Board ChairmanChair and CEO positions are occupied by the same individual or if the Board ChairmanChair is otherwise not independent, anthe Board’s Lead Director, who is independent, director shall serve as ChairmanChair of the Executive Committee and Nominating & Governance Committee. Mr. Host is not considered to be independent due to his prior tenures as well as the Board’s Lead Director. Accordingly,CEO and Executive Chairman. Mr. Puckett has served as the ChairmanChair of the Executive Committee, Nominating Committee, and as of 2023, the Nominating & Governance Committee, and Lead Director since the 2020 annual meeting of shareholders. The Lead Director’s responsibilities include (i) chairing meetings and executive sessions of the independent directors, Executive Committee, Nominating & Governance Committee and meetings on matters for which the Board ChairmanChair recuses himself and other meetings in the Board Chairman’sChair’s absence, (ii) coordinating with the Board ChairmanChair to develop Board meeting agendas and schedules, (iii) communicating with and advising the Board Chairman,Chair, (iv) referring to the appropriate Board committee any issue brought to his attention by shareholders, directors or others, (v) serving as the primary communicator between the independent directors and the CEO and (vi) providing an alternative communication channel for all directors, including non-executivedirectors. The Board believes an independent Lead Director serves an important function in providing independent leadership of the Board and strengthening the Board’s oversight of Trustmark’s business. The Board Charter is posted at investorrelations.trustmark.com.

Committees of the Board of Directors

ThereAs of January 1, 2023, there are fivesix standing Board committees: Audit, & Finance, Enterprise Risk, Executive, Finance, Human Resources and Nominating. AllNominating & Governance. Each of these Board committees other than the Nominating Committee, are joint committees of the Board and the Bank Board. The Audit, & Finance,Enterprise Risk, Human Resources and Nominating & Governance committees are comprised solely of independent directors and otherwise satisfy the requirements applicable to such committees under Nasdaq listing standards.

The rolepurpose and responsibilities of the Audit &Committee are described in greater detail in its Charter, which is posted at investorrelations.trustmark.com.

Enterprise Risk Committee

The Enterprise Risk Committee is responsible for ensuring that Trustmark has policies and processes to identify and manage various risks throughout the company. The Committee’s responsibilities include:

The purpose and responsibilities of the Enterprise Risk Committee are described in greater detail in its Charter, which is posted at investorrelations.trustmark.com.

Executive Committee

The Executive Committee acts on behalf of the Board if a matter requires Board action between regularly scheduled Board meetings. It also evaluates and makes recommendations to the Board regarding material corporate transactions, and approves unplanned expenditures greater than $1 million if the Finance Committee is unable to meet. The Executive Committee Charter is posted at investorrelations.trustmark.com.

Finance Committee

The Finance Committee is responsible for overseeing Trustmark’s budgeting, capital planning and related financial strategy. The Committee’s responsibilities include:

The purpose and responsibilities of the Finance Committee are described in greater detail in its Charter, which is posted at investorrelations.trustmark.com.

Enterprise Risk Committee

The Enterprise Risk Committee is responsible for monitoring risks that are being taken by Trustmark. The Committee’s responsibilities include:

Executive Committee

The Executive Committee acts on behalf of the Board if a matter requires Board action before a meeting of the Board can be held. The Committee’s responsibilities include:

Human Resources Committee

The Human Resources Committee is responsible for overseeing the development of a program to compensate Trustmark’s management in accordance with Trustmark’s compensation philosophy and objectives. The Committee also ensures that appropriate policies and practices are in place to facilitate the development of associate and management talent and orderly CEO succession. In fulfilling its role, the Committee’s responsibilities include:

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All members of the Committee during 20202022 were and currently are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the Exchange Act), “outside directors” within the meaning of

Committee Membership

The following table shows, for 2020,2022, the membership of each committee and the number of meetings held by each committee during the year:

As of January 1, 2023, the Committee structure and membership is as follows:

to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the proposed nominee, and (h) the written consent of each proposed nominee to serve as a director of Trustmark if so elected.elected and (i) a representation as to whether the notifying shareholder intends or is part of a group which intends to solicit proxies or votes in support of such director nominees in accordance with Rule 14a-19 under the Exchange Act. In addition, such notification must include the information required by Rule 14a-19(b) under the Exchange Act if the notifying shareholder intends to solicit proxies or votes in support of director nominees in accordance with Rule 14a-19 under the Exchange Act.

Nominations not made in accordance with the above bylaw procedureprocedures may be disregarded by the ChairmanChair of the Board of the annual meeting at his discretion, and upon his instruction, all votes cast for each such nominee may be disregarded.

Trustmark’s bylaws permit direct nominations by shareholders. Therefore, the Nominating & Governance Committee does not have a policy for considering nominations by shareholders other than through the bylaw process outlined above. However, if a shareholder wishes to recommend an individual for Board service, rather than directly nominate the individual as set forth above, the shareholder may submit the individual’s name to the Nominating & Governance Committee by email to boardofdirectors@trustmark.com, or in writing addressed to Trustmark Corporation Nominating & Governance Committee, Post Office Box 291, Jackson, MS 39205 or by email to boardofdirectors@trustmark.com.39205. In order to give the Nominating & Governance Committee adequate time to consider any such individual for nomination as a director at the 20222024 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2021.2023. In considering an individual recommended by a shareholder but not directly nominated, the Nominating & Governance Committee will use the same guidelines as set forth in the Director Qualifications section below.

When identifying potential candidates for director nominees, the Nominating & Governance Committee may solicit suggestions from incumbent directors, management or others.

Environmental, Social and Governance/Corporate Social Responsibility (ESG/CSR)

Trustmark believes that a company’s commitment to corporate social responsibility is committedmeasured by its sustainability, environmental, and societal impact. These factors are critical to fulfillinglong-term business viability. Trustmark understands that a company’s performance must be measured not only by shareholder returns, but also by how it achieves ESG/CSR objectives. The company employs a Director of Corporate Social Responsibility to monitor the continuing effectiveness of its responsibilities to its associates, customers, communities and shareholders. Trustmark believes building strong customer relationships is the result of knowing its customers and supporting its communities.program. Robust community engagement, volunteerism,informed policies and procedures, and responsible philanthropy are some of the ways in which Trustmark continues to serve its communities. Trustmark is also committedcommunities and workforce. Accomplishments in these areas of focus were highlighted in Trustmark’s first annual CSR Impact Report, published in 2022 and available at Trustmark.com.

Board Oversight.The Board has responsibility for overseeing Trustmark’s strategies, policies, and programs relating to ESG/CSR matters, including environmental sustainability, community development and reinvestment, and charitable giving and other programs with social impacts. The Human Resources Committee reviews and approves Trustmark’s policies and practices regarding social responsibility issues relating to human resources, such as equal opportunity employment, diversity and inclusion.

CSR Engagement and Investment.Trustmark’s continued commitment to corporate social inclusion throughout the organizationresponsibility was demonstrated in 2022 through services provided to customers, partnerships formed in communities, and supports practices that encourage environmental sustainability.opportunities presented to associates. The company’s strategically aligned activities reflect its core values of Integrity, Service, Accountability, Relationships and Solutions. In furtherance of these commitments, Trustmark appointed a Director of Corporate Social Responsibility in 2020 to advance its efforts.

In 2020,2022, Trustmark invested $5.3more than $4 million in the form of contributions and sponsorships to local organizations, including a $1.5 million giventax credit investment allocated to 13 Mississippi youth and family-based charities providing services and programs for the welfare and development of children as part of Trustmark’s commitment under the Mississippi Children’s Promise

Trustmark announced its partnership under the program with newly formed Agility Bank in early 2022. Agility Bank, based in Houston, Texas, is the first primarily women-owned and led bank in the United States under the MDI national charter of the OCC. Trustmark entered a second year of collaboration in 2022 with Commonwealth National Bank, which has served the Mobile, Alabama and Jackson, Mississippi marketsbanking community since 1976. Commonwealth National Bank is one of fewer than 25 black-owned banks remaining in 2021.the United States.

Trustmark’s commitment to building and supporting resilient communities also includes revitalizing and strengthening underserved communities. ItsIn 2022, its investments in low-to-moderate income areas included more than $211$347 million in home mortgage loans, and $139$542 million in small business loans and small farm loans in 2020 and approximately $85more than $172 million in community development loans. Also in 2020,2022, Trustmark provided low-to-moderate income borrowers more than $436$510 million in home mortgage loans. The company’s collaborative work with community service providers, developers, realtors, housing advocates and others resulted in more than $16$34.5 million in investments that provide affordable housing, employment and community services for those with low-to-moderate incomes. Trustmark also enhanced its mortgage product offerings during the year to meet the special credit needs of low-to-moderate income individuals and communities. Trustmark employs a dedicated team of associates to provide oversight of initiatives that advance financial growth and stability within racially and economically diverse communities. The Diverse Market Strategy Team coordinates with business units at Trustmark to develop innovative lending strategies, inclusive outreach events, targeted marketing campaigns, and special purpose products and programs to meet the unique needs of diverse communities throughout the company’s footprint.

During 2020,Human Capital and Workforce Diversity.Trustmark’s commitment to serve diverse communities extends to its workforce practices. Trustmark’s Diversity Officer works within the Human Resources Department to develop and oversee diverse training, recruitment and retention practices. The company has introduced several initiatives to support a workforce culture of diversity through educational diversity training for management and all associates, including the development of a training course that emphasizes management’s role in hiring a diverse and inclusive workforce. Three HR associates hold a Diversity, Equity and Inclusion certificate from the University of South Florida’s Muma College of Business and, in 2022, represented Trustmark in the American Bankers Association’s Black Bankers Employee Resource Group. Trustmark also continues to socialize cultural observances through a community calendar of events to promote a culture of inclusivity and engagement among associates. Additionally, in 2022, Trustmark launched its second cycle of the Emerging Talent Program, designed to identify and develop high-performing associates through management mentorship.

Environmental Sustainability.Throughout the year, Trustmark promoted environmental sustainability withthrough business practices that conserve natural resources, including the sponsorship of numerous community shredding events to encourage recycling initiatives. Trustmark also provides shredding services at all buildings and branch locations, offers enhanced digital banking options and processes for customers, and utilizes internal workflow management systems to reduce paper usage. Additionally, an LED light conversion project was continued across the organization in 2022 to increase energy efficiency.efficiency, in which 15 additional Trustmark buildings were retrofitted with LED lighting. Programmable thermostats and HVAC control systems installed in Trustmark buildings to conserve and monitor energy use have resulted in usage declines between 25-40 percent. Trustmark’s proactive environmental business practices were matched with its responsiveness to weather-induced events in 2022 through the activation of comprehensive disaster recovery and business continuity plans. The plans detail the responsibilities of key positions, instructions on ways to continue operations throughout the progression of weather-related events, and timeframes by which key tasks must be accomplished. Trustmark is committed to assessing environmental risks to its operations, including those associated with increasing climate change concerns.

Collectively, these efforts reflect Trustmark’s core values of Integrity, Service, Accountability, Relationships and Solutions and its commitment to strengthen the communities it serves.

Director Qualifications

The Board believes that in order to appropriately carry out its roles, directors must demonstrate a variety of personal traits, leadership qualities and individual competencies. In considering nominees submitted by the Board or management and any recommendations submitted by shareholders, the Nominating & Governance Committee will use these personal traits, leadership qualities and individual competencies to assess future director nominees’ suitability for Board service. The Nominating & Governance Committee also evaluates each director nominee’s qualities in the context of how that nominee would relate to the Board as a whole, in light of the Board’s current composition and Trustmark’s evolving needs.

Although Trustmark has no formal policy regarding diversity, the Nominating & Governance Committee believes that the Board should include directors with diverse skills, experience and business knowledge, and whose backgrounds, ages, geographical representation and community involvement contribute to an overall diversity of perspective that enhances the quality of the Board’s deliberations and decisions. The Nominating & Governance Committee may consider these factors as it deems appropriate in connection with the general qualifications of each director nominee.

Personal Traits

Board service is an extremely important, high profilehigh-profile role and carries with it significant responsibility. For that reason, it is important that all directors possess a certain set of personal traits, including:

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Leadership Qualities

For individuals considered for Board leadership roles, the following skill sets are required: