DEF: Trustmark Reports Record 2025 Earnings, Strong Growth
Proxy Statement
Trustmark Corporation announced record net income and total revenue for 2025, driven by robust loan and deposit growth, and strong performance in wealth and mortgage banking.
Summary
- Achieved record net income of $224.1 million in 2025, resulting in diluted earnings per share of $3.70.
- Total revenue reached a record level of $799.8 million in 2025.
- Net interest income (FTE) increased by 8.4% to $647.2 million, with a net interest margin of 3.80%, up 29 basis points from the prior year.
- Wealth management revenue grew by 7.7% to $40.1 million, and mortgage banking revenue increased by 24.2% to $33.1 million.
- Loans held for investment (HFI) rose by 4.5% ($584.3 million), and deposits increased by 2.6% ($391.6 million).
- Maintained a strong capital position with a CET1 ratio of 11.72% and a total risk-based capital ratio of 14.41%.
- Repurchased 2.2 million shares of common stock, representing 3.5% of shares outstanding at December 31, 2024.
- Returned approximately 61.8% of net income to shareholders through dividends and share repurchases.
- Tangible book value per share increased by 13.5% to $30.28 at December 31, 2025.
- Executive compensation for 2025 saw Annual Management Incentive Plan (MIP) payouts averaging 180% of target and 2023 Performance Share Units (PSUs) vesting at 165.0% of target.
- The 2026 Annual Meeting of Shareholders will be held virtually on April 28, 2026, to elect 11 directors, provide advisory approval of executive compensation, and ratify Crowe LLP as the independent auditor for fiscal year 2026.
Sentiment
Score: 9
Explanation: StockSavvy.ai views this filing as overwhelmingly positive, reflecting record financial performance across key metrics, strong capital management, and high shareholder approval for governance practices. The minor negatives related to non-deductible compensation and a slight increase in noninterest expense are overshadowed by significant growth and profitability.
Positives
- Record net income of $224.1 million in 2025.
- Diluted earnings per share of $3.70.
- Return on average assets of 1.21% and return on average tangible equity of 12.97%.
- Net interest income (FTE) up 8.4% to $647.2 million.
- Net interest margin of 3.80%, up 29 basis points from the prior year.
- Wealth management revenue reached an all-time high of $40.1 million, up 7.7%.
- Mortgage banking business achieved increased production and significant improvement in profitability, with revenue up 24.2% to $33.1 million.
- Total revenue reached a record level of $799.8 million.
- Loans held for investment (HFI) increased $584.3 million, or 4.5%.
- Net charge-offs represented a low 0.13% of average loans.
- Deposits increased $391.6 million, or 2.6%.
- Maintained strong capital position with CET1 ratio of 11.72% and total risk-based capital ratio of 14.41%.
- Repurchased 2.2 million shares of common stock, or 3.5% of shares outstanding at December 31, 2024.
- Returned approximately 61.8% of net income in 2025 to shareholders through dividends and share repurchase activity.
- Tangible book value per share at December 31, 2025, was $30.28, an increase of 13.5% from the prior year.
- 2025 Annual Management Incentive Plan (MIP) payouts averaged 180% of target, reflecting strong performance.
- Performance Share Units (PSUs) granted in 2023 vested at 165.0% of target, indicating strong long-term performance.
- Over 98.9% shareholder approval for the 2025 advisory vote on executive compensation.
- Ten out of eleven directors are independent, indicating strong corporate governance.
- Significant corporate social responsibility investments, including over $3.2 million in contributions and sponsorships, $1.3 million in tax credit investment for charities, and $339 thousand to Operation HOPE, Inc.
- Direct investments in low-to-moderate income areas: $176.8 million in home mortgage loans, $429 million in small business and farm loans, and $222 million in community development loans.
- Provided $269.9 million in home mortgage loans to low-to-moderate income borrowers.
- $45.6 million in investments supporting affordable housing, employment, and community services for low-to-moderate incomes.
- Sustainability efforts include LED lighting retrofits, programmable thermostats, and HVAC control systems resulting in 25-40% usage declines, with six additional projects completed in 2025.
Negatives
- Noninterest expense totaled $512.2 million in 2025, an increase of 5.5% from the prior year.
- Mr. Baker had late filed Form 4s for stock transactions in 2025 due to an inadvertent error.
- Ms. Turnipseed does not yet meet the director stock ownership requirements.
- Payments to Mr. Dewey for 2023-2025 and Mr. Harvey for 2025 under the Executive Deferral Plan were delayed because such payments would not be deductible under Section 162(m) of the Internal Revenue Code.
- Scheduled distributions to Mr. Dewey from the Non-Qualified Deferred Compensation Plan for 2021, 2022, 2023, and 2024 were delayed due to Section 162(m) deductibility limits.
- A portion of each NEO's compensation in 2025 was not deductible by Trustmark under Section 162(m).
Risks
- The Board oversees various material risks including credit, liquidity, market/interest rate, compliance, operational, and strategic risks.
- Cybersecurity-related risks are a focus, with the Enterprise Risk Committee reviewing and approving the cybersecurity strategy.
- Compensation policies and practices are subject to risk assessment to ensure they do not encourage imprudent risk-taking behavior.
Future Outlook
The company plans to build on its momentum by leveraging technology investments to broaden its reach, enhance customer experience, and improve efficiency. Trustmark is positioned to meet customer needs and build long-term shareholder value. The 2026 Annual Meeting will focus on electing 11 directors, approving executive compensation, and ratifying Crowe LLP as the independent auditor for fiscal year 2026.
Management Comments
- Trustmark's momentum continued to build throughout the year, resulting in record earnings in 2025.
- Our traditional banking business drove continued loan and deposit growth, a strong net interest margin, and solid credit quality.
- Our mortgage banking business achieved increased production and significant improvement in profitability while revenue in our wealth management business reached an all-time high.
- We have a tremendous team of associates focused on expanding customer relationships and demonstrating the value Trustmark can provide as their trusted financial partner.
- Looking forward, we will continue to build upon this momentum and pursue opportunities to leverage investments in technology that will broaden our reach, enhance customer experience, and improve efficiency.
- Trustmark is well-positioned to meet the needs of our customers and build long-term value for our shareholders.
- The comparatively larger increases in base salary for Mr. Dewey and Mr. Owens for 2025 reflects the Committee's and Board's desire to more closely align their salaries to comparable positions within the applicable peer group and market positioning, which is consistent with the Committee's guiding philosophy for executive compensation to be competitive.
Industry Context
StockSavvy.ai notes that Trustmark's strong 2025 performance, including record earnings and revenue, positions it well within an evolving financial services industry. The company's focus on leveraging technology for broader reach and enhanced customer experience aligns with broader industry trends towards digital transformation and efficiency. The use of a peer group of financial institutions with assets between $12 billion and $35.2 billion for compensation benchmarking indicates a strategic focus on competitive positioning within the regional banking sector.
Comparison to Industry Standards
- Trustmark's executive compensation program is designed to be competitive with organizations it competes with for executive talent, using a peer group of 21 financial institutions with assets ranging from $12.0 billion to $35.2 billion and market capitalizations between $1.5 billion and $6.6 billion.
- The Non-Qualified Deferred Compensation Plan is considered competitive with those offered by Trustmark's peer financial institutions.
- Severance and change in control benefits are customary among its peers.
- The company's Total Shareholder Return (TSR) is benchmarked against the S&P 500 Regional Banks TSR.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | William A. Brown | NA | 2025-04-22 | Retired from the Board at the conclusion of the 2025 Annual Shareholders Meeting. |
| Director, Enterprise Risk Committee Member | NA | Lea B. Turnipseed | 2025-01-01 | Joined the Board and Committee. |
| Audit Committee Member | NA | Lea B. Turnipseed | 2025-04-01 | Joined the Committee. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | Ten of the eleven Board members are independent. | 2026-01-01 | Enhances independent oversight and reduces potential conflicts of interest. |
| Director Requirements | Directors are subject to stock ownership requirements and a mandatory retirement age of 75. | Ongoing | Aligns director interests with shareholders and promotes board refreshment. |
| Leadership Structure | Separate CEO and Board Chair roles since January 1, 2021, with an independent Lead Director (Mr. Puckett) chairing the Executive and Nominating & Governance Committees. | 2021-01-01 | Strengthens independent leadership and Board oversight of the company's business. |
| Committee Charters | Formal charters for the Board and its committees are adopted and annually reviewed to address governance guidelines and responsibilities. | Ongoing | Ensures clear delineation of responsibilities and adherence to governance best practices. |
| Succession Planning | A CEO succession planning process is in place to promote continuity of leadership and an orderly transition. | Ongoing | Mitigates leadership transition risks and ensures organizational stability. |
| Risk Oversight | The Board provides effective risk oversight through the Enterprise Risk Committee, Audit Committee, and regular reports from senior management on credit, liquidity, market/interest rate, compliance, operational, strategic, and cybersecurity risks. | Ongoing | Ensures comprehensive identification, management, and mitigation of enterprise-wide risks. |
| Codes of Conduct/Ethics | The Board has adopted codes of conduct/ethics for directors, senior financial officers, and associates. | Ongoing | Promotes social responsibility and ethical business conduct across the organization. |
| Director Evaluation | The Nominating & Governance Committee annually evaluates each director's performance against specific criteria. | Ongoing | Ensures accountability and continuous improvement in Board effectiveness. |
| Shareholder Communication | Established channels for shareholders to contact the Board, including email and mail, with communications referred to the Chair of the Nominating & Governance Committee. | Ongoing | Facilitates direct communication between shareholders and the Board. |
| Whistleblower Procedures | Procedures for confidential, anonymous submission of concerns regarding questionable accounting or auditing matters. | Ongoing | Enhances internal controls and ethical reporting mechanisms. |
Related Party Transactions
- The Bank made loans to directors, executive officers, principal shareholders, and their related interests in 2025 and prior years, on substantially the same terms as comparable loans with non-related persons, and not involving more than normal risk.
- The Bank paid approximately $400,000 in 2025 to Bloomfield Equities, LLC for naming rights to Trustmark Park; director William G. Yates III has an indirect interest of approximately $118,800 in this transaction.
- Trustmark entered into a two-year Marketing Agreement with Bloomfield Holdings, LLC (also indirectly owned by Mr. Yates and family) for exclusive banking rights at the Outlets of Mississippi, paying $30,000 on January 1, 2026; Mr. Yates's interest is approximately $8,900.
- W. G. Yates & Sons Construction Company and its affiliates paid the Bank approximately $348,000 in fees for trust and investment management services in 2025.
- Mr. Yates and certain affiliated family entities paid the Bank approximately $123,000 in brokerage fees and commissions in 2025.
- Trustmark purchased 615,000 shares of its common stock from The Robert M. Hearin Support Foundation (a greater than 5% shareholder) for approximately $23.5 million in 2025 as part of a share repurchase program, on terms comparable to an arms-length transaction.
Stakeholder Impact
- Shareholders benefited from record earnings, increased total revenue, strong capital position, 13.5% increase in tangible book value per share, and the return of approximately 61.8% of net income through dividends and share repurchases. The strong executive compensation performance (MIP 180% of target, PSUs 165% of target) aligns management interests with shareholder value creation.
- Customers benefited from continued loan and deposit growth, enhanced customer experience through technology investments, and community engagement (e.g., financial literacy programs, affordable housing support).
- Employees (Associates) are supported by an executive compensation program designed to attract, retain, and motivate highly qualified executives. The company emphasizes fostering an inclusive environment and provides opportunities for associates to volunteer in the community.
- Communities received significant corporate social responsibility investments, including over $3.2 million in contributions and sponsorships, $1.3 million for youth and family charities, and $339 thousand for financial literacy programs (Operation HOPE, Inc.). Direct investments in low-to-moderate income areas totaled $827.8 million in loans and $45.6 million in community development investments.
- Management received significant performance-based compensation (MIP payouts, PSU vesting) reflecting strong company performance. Base salaries were increased to align with market competitiveness.
Next Steps
- Elect 11 directors at the 2026 Annual Meeting.
- Shareholders to provide advisory approval of executive compensation at the 2026 Annual Meeting.
- Shareholders to ratify Crowe LLP as independent auditor for fiscal year ending December 31, 2026.
- Continue to build upon momentum and pursue opportunities to leverage investments in technology to broaden reach, enhance customer experience, and improve efficiency.
- Nominating & Governance Committee to review corporate governance structure and annually evaluate each director's performance.
- Human Resources Committee to continue overseeing executive compensation and talent development.
- Board and Enterprise Risk Committee to continue monitoring and managing various material risks, including cybersecurity.
Key Dates
| Date | Description |
|---|---|
| 2021-01-01 | Mr. Dewey appointed President and Chief Executive Officer of Trustmark and Trustmark Bank. |
| 2021-01-01 | Mr. Host served as Executive Chairman of Trustmark and the Bank until April 2022. |
| 2022-04-22 | Mr. Host began serving as non-executive Board Chair. |
| 2023-10-24 | Board adopted the Clawback Policy consistent with Rule 10D-1 under the Exchange Act and Nasdaq listing standards. |
| 2024-04-23 | Mr. Dewey's employment agreement amended, extending his term through December 31, 2027. |
| 2024-12-03 | Board granted authority for the 2025 share repurchase program. |
| 2024-12-31 | Median employee identified for 2025 pay ratio disclosure. |
| 2025-01-01 | Ms. Lea B. Turnipseed joined the Board and the Enterprise Risk Committee. |
| 2025-01-01 | Start of the three-year performance period for PSUs granted in 2025. |
| 2025-01-30 | Start of 10-day average closing stock price period for 2025 LTI awards. |
| 2025-02-12 | Grant date for 2025 Long-Term Equity Incentive (LTI) awards (PSUs and RSUs). |
| 2025-04-01 | Ms. Turnipseed joined the Audit Committee. |
| 2025-04-22 | Mr. William A. Brown retired from the Board at the conclusion of the 2025 Annual Shareholders Meeting. |
| 2025-04-22 | Grant date for non-employee director time-based restricted stock units. |
| 2025-04-29 | Start date of Mr. Baker's stock purchase period for which Form 4s were filed late. |
| 2025-07-01 | Effective date for base salary increases for NEOs. |
| 2025-07-29 | End date of Mr. Baker's stock purchase period for which Form 4s were filed late. |
| 2025-08-11 | Date of Mr. Baker's stock sale for which Form 4 was filed late. |
| 2025-12-31 | End of fiscal year 2025, for which financial highlights and compensation data are reported. |
| 2025-12-31 | End of the three-year performance period for PSUs granted in 2023. |
| 2026-01-01 | Trustmark paid Bloomfield Holdings, LLC $30,000 under a two-year Marketing Agreement. |
| 2026-02-02 | Date for beneficial ownership of Trustmark stock reporting. |
| 2026-02-17 | Human Resources Committee approved 2025 MIP awards for NEOs. |
| 2026-02-17 | Performance Share Units (PSUs) granted on February 15, 2023, vested. |
| 2026-02-18 | Board approved 2025 MIP awards for NEOs. |
| 2026-03-02 | Record date for shareholders entitled to notice of and to vote at the 2026 Annual Meeting. |
| 2026-03-15 | Actual MIP awards for 2025 performance were paid to NEOs on or about this date. |
| 2026-03-16 | Proxy statement sent on or about this date. |
| 2026-04-22 | Vesting date for non-employee director time-based restricted stock units granted on April 22, 2025. |
| 2026-04-28 | Date of the 2026 Annual Meeting of Shareholders, held virtually at 1:00 p.m. CT. |
| 2026-10-01 | Deadline for shareholder recommendations for director nominees for the 2027 Annual Meeting (not direct nominations). |
| 2026-11-16 | Deadline for shareholder proposals for inclusion in the 2027 Annual Meeting proxy statement. |
| 2026-12-16 | Earliest date for shareholder nominations for director election at the 2027 Annual Meeting. |
| 2026-12-31 | Fiscal year end for which Crowe LLP is ratified as independent auditor. |
| 2027-01-15 | Latest date for shareholder nominations for director election at the 2027 Annual Meeting. |
| 2027-01-30 | Deadline for shareholder proposals for the 2027 Annual Meeting (not for inclusion in proxy statement). |
| 2027-12-31 | End of Mr. Dewey's extended employment term. |
| 2027-12-31 | End of the three-year performance period for PSUs granted in 2025. |
Recommendation
strong buyThe filing details record financial performance in 2025, including record net income, total revenue, and significant growth in key banking segments like wealth management and mortgage banking. The company also demonstrated strong capital management, a healthy net interest margin, and a substantial return of capital to shareholders through buybacks and dividends. These results, coupled with a clear strategic outlook focused on technology and efficiency, suggest robust operational health and future growth potential, making it a compelling investment opportunity.
Keywords
Trustmark Corporation, SEC Filing, DEF 14A, Proxy Statement, Financial Performance, Executive Compensation, Corporate Governance, Banking Industry, Regional Bank, Shareholder Meeting, Net Income, EPS, Revenue Growth, Loan Growth, Deposit Growth, Capital Ratios, Share Repurchase, Dividend, Wealth Management, Mortgage Banking, Risk Management, Cybersecurity, Related Party Transactions, Director Election, Auditor Ratification, Compensation Clawback, Stock Ownership Guidelines, CSR, Sustainability
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