Item 2.02. Results of Operations and Financial Condition.
On October 27, 2020, Trustmark Corporation issued a press release announcing its
financial results for the period ended September 30, 2020. A copy of this press
release and the accompanying financial statements and slide presentation are
attached hereto as Exhibits 99.1 and 99.2 to this report and incorporated herein
by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election and Appointment of Executive Chairman
On October 27, 2020, the Board of Directors of Trustmark Corporation (Trustmark)
elected Gerard R. Host, 66, to serve as Executive Chairman of Trustmark, and the
Board of Directors of Trustmark National Bank (the Bank), a wholly owned
subsidiary of Trustmark, appointed him Executive Chairman of the Bank, in each
case effective as of January 1, 2021. Mr. Host currently serves as Chairman,
President and Chief Executive Officer of Trustmark, as well as Chairman and
Chief Executive Officer of the Bank.
In connection with Mr. Host's election and appointment as Executive Chairman of
Trustmark and the Bank, effective January 1, 2021, Trustmark and Mr. Host have
entered into an employment agreement (the Host Agreement) to replace Mr. Host's
2010 employment agreement, as amended. The Host Agreement is effective as of
January 1, 2021.
As of the date of this Current Report on Form 8-K, neither Mr. Host nor any of
his immediate family members is a party, either directly or indirectly, to any
transaction that would be required to be reported under Item 404(a) of
Regulation S-K, nor is Mr. Host a party to any understanding or arrangement
pursuant to which he is to be selected as an officer.
The Host Agreement provides for Mr. Host to serve as Executive Chairman of
Trustmark and the Bank for a term beginning January 1, 2021 and continuing until
the 2022 annual meeting of Trustmark's shareholders.
Under the Host Agreement, Mr. Host will be guaranteed a minimum base salary of
$700,000 annually. Mr. Host's base salary may be reduced, however, below
$700,000, if Trustmark reduces the base salaries of other senior executives. Mr.
Host will be eligible to earn an annual cash bonus, with a bonus target amount
of 60% of his base salary. Trustmark will have the discretion to increase the
annual bonus above or decrease the annual bonus below the bonus target amount
for that year. He will also be eligible to receive equity compensation awards on
such basis as recommended by the Human Resources Committee of Trustmark's Board
of Directors and approved by Trustmark's Board of Directors.
On any cessation of employment, Mr. Host will be entitled to his unpaid earned
base salary and, except in the case of termination for cause, any unpaid earned
annual bonus for the prior year (earned compensation). He will be entitled to
additional severance benefits in the event his employment ends as a result of
his death or disability, or in the event his employment is terminated by
Trustmark without cause in connection with a change in control of Trustmark or
not, or in the event Mr. Host resigns for good reason in connection with a
change in control of Trustmark or not.
If Mr. Host's employment is terminated by Trustmark other than for cause, death
or disability or if he resigns for good reason, in each case not in connection
with a change in control of Trustmark, he will be entitled to earned
compensation and a payment equal to two times the sum of (1) his annual base
salary and (2) the average of his annual bonuses for the three years prior to
the end of his employment. He will also be entitled to 24 months of continuing
medical, dental and vision coverage (or a cash payment in lieu thereof) on the
same premium cost sharing basis as prior to termination.
If Mr. Host's employment is terminated by Trustmark other than for cause, death
or disability or he resigns for good reason, in each case within two years after
a change in control during the term of the Host Agreement, he will be entitled
to the following additional severance benefits (in addition to earned
compensation): (1) a payment equal to three times the sum of (x) his annual base
salary immediately prior to the change in control and (y) the average of his
annual bonuses for the three years prior to the change in control, (2) 36 months
of continuing medical, dental and vision coverage (or a cash payment in lieu
thereof) on the same premium cost sharing basis as prior to termination, and
(3) accelerated vesting of any unvested equity incentive awards, with any time-
or service-based vesting conditions deemed to be satisfied and any
performance-based vesting conditions to be based on performance as of the end of
the calendar quarter ending on or prior to the change in control.
If Mr. Host's employment is terminated due to disability or if he dies during
the term, he or his designated beneficiary, spouse or estate will be entitled to
his earned compensation plus a lump-sum payment of the time-weighted pro-rata
share of his annual bonus target amount for that year.
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The foregoing description is a summary of the material terms of the Host
Agreement and is qualified in its entirety by reference to the Host Agreement
itself, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Election and Appointment of President and Designation of Chief Executive Officer
On October 27, 2020, the Board of Directors of Trustmark elected Duane A Dewey,
62, to serve as President and designated him Chief Executive Officer of
Trustmark, and the Board of Directors of the Bank appointed Mr. Dewey to
continue to serve as President and designated him Chief Executive Officer of the
Bank, in each case upon the retirement of Gerard R. Host as President and Chief
Executive Officer of Trustmark and Chief Executive Officer of the Bank on
January 1, 2021. Mr. Dewey currently serves as a Director of Trustmark, as well
as Director, President and Chief Operating Officer of the Bank.
As of the date of this Current Report on Form 8-K, neither Mr. Dewey nor any of
his immediate family members is a party, either directly or indirectly, to any
transaction that would be required to be reported under Item 404(a) of
Regulation S-K, nor is Mr. Dewey a party to any understanding or arrangement
pursuant to which he is to be selected as an officer.
In connection with Mr. Dewey's election and designation as President and Chief
Executive Officer and the related increase in his responsibilities, he will be
granted a one-time award of time-based restricted stock units with an aggregate
value of $300,000 in January 2021, vesting in January 2024.
In connection with Mr. Dewey's election and appointment as President and
designation as Chief Executive Officer of Trustmark and the Bank, effective
January 1, 2021, Trustmark and Mr. Dewey have entered into an employment
agreement (the Dewey Agreement) to replace Mr. Dewey's change in control
agreement. The Dewey Agreement is effective as of January 1, 2021.
The Dewey Agreement provides for Mr. Dewey to serve as President and Chief
Executive Officer of Trustmark and the Bank for a term of five years beginning
January 1, 2021.
Under the Dewey Agreement, Mr. Dewey will be guaranteed a minimum base salary of
$700,000 annually, subject to annual review. Mr. Dewey's base salary may be
reduced, however, below $700,000, if Trustmark reduces the base salaries of
other senior executives. Mr. Dewey will be eligible to earn an annual cash
bonus, with a bonus target amount of 75% of his base salary, or for years after
2021, such greater percentage of his base salary up to a maximum of 100% as may
be approved by Trustmark's Board of Directors. Trustmark will have the
discretion to increase the annual bonus above or decrease the annual bonus below
the bonus target amount for that year. He will also be eligible to receive
equity compensation awards on such basis as recommended by the Human Resources
Committee of Trustmark's Board of Directors and approved by Trustmark's Board of
Directors.
On any cessation of employment, Mr. Dewey will be entitled to his unpaid earned
base salary and, except in the case of termination for cause, any unpaid earned
annual bonus for the prior year (earned compensation). He will be entitled to
additional severance benefits in the event his employment ends as a result of
his death or disability, or in the event his employment is terminated by
Trustmark without cause in connection with a change in control of Trustmark or
not, or in the event Mr. Dewey resigns for good reason in connection with a
change in control of Trustmark or not.
If Mr. Dewey's employment is terminated by Trustmark other than for cause, death
or disability or if he resigns for good reason, in each case not in connection
with a change in control of Trustmark, he will be entitled to earned
compensation and a payment equal to two times the sum of (1) his annual base
salary and (2) the average of his annual bonuses for the three years prior to
the end of his employment. He will also be entitled to 24 months of continuing
medical, dental and vision coverage (or a cash payment in lieu thereof) on the
same premium cost sharing basis as prior to termination.
If Mr. Dewey's employment is terminated by Trustmark other than for cause, death
or disability or he resigns for good reason, in each case within two years after
a change in control during the term of the Dewey Agreement, he will be entitled
to the following additional severance benefits (in addition to earned
compensation): (1) a payment equal to three times the sum of (x) his annual base
salary immediately prior to the change in control and (y) the average of his
annual bonuses for the three years prior to the change in control, (2) 36 months
. . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 27, 2020, the Board of Directors of Trustmark approved an amendment
to Article III, Section 12 of Trustmark's bylaws (Bylaws) to provide that the
Chairman of the Executive Committee of Trustmark will be a non-executive
director if the Chairman of the Corporation Board is otherwise not an
independent director, as defined by Nasdaq or the exchange on which the
Corporation's common equity securities are listed for trading. The full text of
the second sentence of Article III, Section 12 of the Bylaws, as amended and
restated, is reprinted below:
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The Chairman of the Executive Committee shall be a non-executive director if the
positions of Chairman of the Board and Chief Executive Officer are held by the
same person or if the Chairman of the Board is otherwise not an independent
director, as defined by the Nasdaq Stock Market or the exchange on which the
corporation's securities are listed for trading.
The Board of Directors of Trustmark also approved an amendment to Article III,
Section 2 of the Bylaws to remove the exception from the mandatory retirement
age of 70 for the director serving as Chairman at the time of a prior Bylaws
amendment. The full text of the last sentence of Article III, Section 2 of the
Bylaws, as amended and restated, is reprinted below:
Upon attaining the age of seventy (70) years, a director shall retire effective
upon the completion of such director's then current term of office.
The full text of Trustmark's Bylaws, as amended and restated, is filed herewith
as Exhibit 3.1 hereto.
____________________________
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibits
3.1 Amended and Restated Bylaws of Trustmark Corporation
dated October 27, 2020
10.1 Employment Agreement between Trustmark Corporation and
Gerard R. Host dated October 27, 2020
10.2 Employment Agreement between Trustmark Corporation and
Duane A. Dewey dated October 27, 2020
99.1 Press release announcing financial results for the
period ended September 30, 2020
99.2 Investor slide presentation for the period ended
September 30, 2020
99.3 Press release announcing management succession
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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