DEF 14A of Hancock Whitney Corp, Mar 12, 2024

DEF 14A of Hancock Whitney Corp

Filed Mar 12, 2024 · FY20230000950170-24-029681

Open on EDGAR

  1. Board Diversity

    Board Diversity The table below sets forth certain diversity information self-reported by our directors as of February 29, 2024. Additional information on board diversity considerations is set forth under the heading “Board of Directors and Corporate Governance – Corporate Governance and Nominating Committee” on page 30 of this proxy statement.

  2. Board Diversity

    | BOARD DIVERSITY MATRIX | | | | | Total Number of Directors | | 15 | | | | Female | | Male | | Gender | | | | | Directors | 5 | | 10 | | Demographic Background | | | | | African American or Black | 1 | | 0 | | Hispanic or Latinx | 1 | | 0 | | White | 3 | | 10 |

  3. Board Diversity

    | INFORMATION ABOUT OUR DIRECTORS |

  4. Board Diversity

    The following sets forth self-reported biographical information we have obtained from the director nominees and continuing directors, including each director’s age on the record date, tenure, business experience and current director positions with other public companies. The following also sets forth the director’s particular experience, qualifications, attributes, or skills that, when considered in the aggregate, led the Board to conclude that the person should serve as a director of the Company. Nominees for Election at the Annual Meeting with Terms Expiring in 2027

  5. Board Diversity

    | | John M. Hairston Age: 60 Director since 2006 | Position President and CEO of Hancock Whitney Corporation and CEO of Hancock Whitney Bank Committee Membership Executive | | Background Mr. Hairston has served as Chief Executive Officer of the Company and the Bank since 2008, and President of the Company since 2014. Prior to becoming President of the Company, he served as its Chief Operating Officer from 2008 to 2014. Mr. Hairston was a faculty member of the Graduate School of Banking at LSU in Baton Rouge, Louisiana, and at the Georgia Banking School in Athens, Georgia. He also currently serves on the Boards of Directors of the Gulf Coast Business Council, New Orleans Business Council, Mississippi Economic Council, and The National WWII Museum. Expertise Highlights  Bank regulation  Corporate governance  Mergers and acquisitions  Public company leadership  Strategic planning Mr. Hairston’s significant banking experience makes him an asset to our Board. In addition, the business, leadership, and management skills he has developed as our President and Chief Executive Officer and formerly as Chief Operating Officer give him a unique insight into our Company’s operations and challenges, and combine to make him well qualified to serve as a director of our Company. Community Service Highlights Mr. Hairston has served on the boards of numerous professional and civic organizations and universities, and as a commissioner and former chair for the State of Mississippi Gaming Commission and the State of Mississippi Information Technology Services Commission, including holding various leadership positions. He currently serves as Trustee and Secretary of the Executive Committee of the National World War II Museum, as well as Trustee of the World War II Theatre, Inc. and the WWII Pavilions, Inc., nonprofit organizations in New Orleans, Louisiana. Mr. Hairston was previously honored as a Louisiana Appleseed Good Apple, by Louisiana Appleseed, a public interest advocacy group, for his support of civil legal aid programs that assist in the removal of legal barriers to homeownership. | | |

  6. Board Diversity

    | | Suzette K. Kent Age: 56 Director since 2020 Independent | Position CEO of Kent Advisory Services, LLC Former Federal Chief Information Officer of the United States Committee Membership Board Risk | | Background Ms. Kent serves as CEO of Kent Advisory Services since 2020. She served as the Federal Chief Information Officer of the United States from February 2017 until July 2020. During her service, Ms. Kent was responsible for leading technology policy and administration transformation initiatives across the Executive Branch agencies of the federal government. Prior to that, Ms. Kent was a financial services business transformation Principal at EY from November 2015 until February 2017, where she led practice teams across banking and capital markets to deliver transformational change for technology, business process, regulatory compliance and product innovation to clients across the globe. Prior to her position at EY, Ms. Kent was a Managing Director at J.P. Morgan from August 2008 until August 2015, where she served first as Global Project Management Executive –Treasury & Securities Solutions and then as Client Solutions Executive – Commercial Banking. In these roles, Ms. Kent led teams managing projects to deliver enhanced domestic and global solutions for commercial clients for cash management, trade, online solutions, liquidity and commercial card and supporting client sales, solution delivery and operations for treasury, payments and card solutions for J.P. Morgan’s commercial bank and business bank. Prior to her time at J. P. Morgan, Ms. Kent was EVP & President of Global Payments Consulting at Carreker Corporation (now part of FiServ) and a Partner in Accenture’s Financial Services Practice. Ms. Kent has a Bachelor of Arts degree in Journalism from Louisiana State University. Expertise Highlights  Technology and digital product delivery  Management of national and international business operations, including management of diversity, equity and inclusion policy development  Cybersecurity and financial crimes experience  Mergers and acquisitions  Government regulation Ms. Kent’s background as an industry leader in large-scale technology transformation in complex and highly regulated environments adds significant technology expertise to our Board. This, coupled with Ms. Kent’s proven leadership skills and substantial experience with financial institutions, including bank operations, payment strategies and risk management, make her well qualified to serve as a director of our Company. Community Service Highlights Ms. Kent has also been active in various professional, community and civic activities, including her appointment to the LSU Foundation Board, her previous service on nonprofit boards, such as Frisco Family Services and her ongoing involvement with a variety of initiatives to develop diversity and technical capability in the emerging workforce. | | |

  7. Board Diversity

    | | Jerry L. Levens Chairman of the Board Age: 67 Director since 2009 Independent | Position Retired partner of CPA firm of Alexander, Van Loon, Sloan, Levens & Favre, PLLC and retired partner of registered investment advisory firm of AVL Wealthcare, LLC Committee Membership Audit │ Compensation │ Executive (Chair) | | Background Mr. Levens has worked in the accounting profession since 1978, providing accounting, audit, assurance and strategic planning services. In 2019 he retired from Alexander, Van Loon, Sloan, Levens & Favre, PLLC, a regional CPA firm based on the Mississippi Gulf Coast, after serving as a partner for 27 years and as the partner in charge of the firm’s audit and assurance engagements for 25 years. Mr. Levens was also a manager of a financial planning and investment advisory services firm for 19 years. He has substantial academic and professional credentials, including a Business Administration degree in Accounting from the University of Mississippi, a Mississippi Certified Public Accountant license, and is a Certified Fraud Examiner-Retired and a Chartered Global Management Accountant-Retired. Prior to joining our Board, Mr. Levens served as a director of Hancock Bank from 2008 to 2009. In addition to his current committee service, Mr. Levens has previously served on our Board Risk Committee and Corporate Governance Committee. Mr. Levens has served on the boards of numerous certified public accountancy professional organizations, including in leadership positions, and currently is a member of the Mississippi Society of CPAs, the American Institute of CPAs, the Association of Certified Fraud Examiners, and on the University of Mississippi’s E.H. Patterson School of Accountancy Professional Advisory Council. He is also a member of the National Association of Corporate Directors, a nonprofit organization, earning the designation as a Board Leadership Fellow. Expertise Highlights  Accounting and audit expertise; audit committee financial expert  Corporate governance  Experienced financial services company executive  Risk management  Strategic planning | | | | Mr. Levens’ substantial experience in finance, accounting, auditing, risk management and business make him well qualified to serve as a director of our Company. Community Service Highlights Mr. Levens has served on the boards of numerous nonprofit and governmental organizations, including in leadership positions, and currently serves on the advisory board of the Gulf Coast Restoration Fund. He has received numerous awards and commendations for his professional, civic, and business activities. | | |

  8. Board Diversity

    | | Christine L. Pickering Age: 63 Director since 2000 Independent | Position Owner of Christy Pickering, CPA Committee Membership Audit (Chair)│ Board Risk │ Corporate Governance │ Executive | | Background Ms. Pickering, a licensed Certified Public Accountant for more than 30 years, has worked in the accounting field since 1983 and has owned Christy Pickering, CPA since 1991, where she has provided auditing and assurance, tax preparation and litigation support services, including investigation of financial crimes. Her work in the area of litigation support and as an expert witness led to her appointment by the court as a Special Master in a legal proceeding. Ms. Pickering served as a director of Mississippi Power Company, Gulfport, Mississippi, a public company subsidiary from 2007 to 2020 and served as the Chair of the Controls and Compliance Committee from 2009 to 2013, which oversees the finance and risk areas for the company. In addition to her current committee service, Ms. Pickering has previously served on our Compensation Committee. Ms. Pickering is a member of the American Institute of Certified Public Accountants. She is also a published author and has been asked to participate in speaking engagements throughout the Company footprint in that capacity. Expertise Highlights  Accounting and audit expertise; audit committee financial expert  Business operations management  Regulated utility industry experience  Financial crimes experience  Risk management Ms. Pickering’s varied wealth of financial and accounting expertise, combined with her experience in the regulated utility industry and risk management, and her extensive knowledge of the Gulf Coast market make her well qualified to serve as a director of our Company. Community Service Highlights Ms. Pickering has served on the boards of numerous nonprofit and governmental organizations, as well as a state college board, including holding leadership positions. She has received numerous awards and recognition for community service and leadership. | | |

  9. Board Diversity

    Incumbent Directors with Terms Expiring in 2025

  10. Board Diversity

    | | Hardy B. Fowler Age: 72 Director since 2011 Independent | Position Managing Member of Hardy B. Fowler L.L.C. Committee Membership Audit │ Compensation (Chair) │ Executive | | Background Mr. Fowler is a Certified Public Accountant with substantial academic and professional credentials, including an undergraduate degree in finance and an MBA. Prior to his retirement, he worked for the international accounting firm of KPMG for 34 years, serving as the Office Managing Partner of the New Orleans office for seven years and for 25 years as a tax partner. During Mr. Fowler’s career with KPMG, he provided services to clients with international business operations and clients engaged in buying and selling businesses. He was responsible for setting compensation for his direct management group at KPMG, as well as for executives at various nonprofit organizations where he served as board chair. Prior to joining our Board in connection with the merger, Mr. Fowler was a director of Whitney Holding Corporation and Whitney National Bank from 2009 until 2011. In addition to his current committee service, Mr. Fowler has previously served on our Corporate Governance Committee. Expertise Highlights  Accounting and audit expertise; audit committee financial expert  Executive compensation  Executive leadership  Mergers and acquisitions  Nationwide and international business Mr. Fowler’s long career with an international accounting firm provides him with extensive experience in dealing with financial, tax, accounting and regulatory matters of a public company, and significant knowledge and connections in New Orleans, our largest market. This experience positions him well to serve as Chair of our Compensation Committee and to provide insights into strategies and solutions to address the challenges of our business, making him an effective director of our Company. Community Service Highlights Mr. Fowler has served on the boards of numerous nonprofit and civic organizations in the New Orleans area, including in leadership positions. | | |

  11. Board Diversity

    | | Randall W. Hanna Age: 65 Director since 2009 Independent | Position Dean & CEO of Florida State University Panama City Committee Membership Board Risk │ Executive | | Background Mr. Hanna has served as Dean and Chief Executive Officer of Florida State University Panama City since 2016. From 2015 to 2016, he served as a faculty member at Florida State University and was a practicing attorney. From 2011 to 2015, he served as Chancellor of the Florida College System, which is the primary access point for higher education in Florida and serves approximately 800,000 higher education students through 28 institutions. Mr. Hanna has also served as a member of the governing boards of three institutions of higher education. Prior to his 2011 appointment as Chancellor, Mr. Hanna served as Chairman and Managing Shareholder of Bryant Miller Olive, a law firm with offices in Florida, Washington, D.C. and Atlanta. He practiced law with the firm from 1984 to 2011 and from 2015 to 2016. Under his leadership, the firm grew to become one of the leading firms in Florida in the areas of public finance and public private partnerships. During his legal career, Mr. Hanna worked on complex financial and economic development transactions throughout the State of Florida and served as special counsel to a United States Senator. Prior to joining our Board, he served as a director of Hancock Bank of Florida from 2007 to 2010. In addition to his current committee service, Mr. Hanna has previously served on our Audit Committee and Compensation Committee. Expertise Highlights  Corporate governance  Government regulation  Legal experience  Executive leadership  Strategic planning As Dean and Chief Executive Officer of a regional campus of a major public research university, Mr. Hanna understands the management, budgeting and regulatory concerns created by varied interests and business units organized as a system in a public domain. His current career experience coupled with his legal skills and substantial knowledge of the Florida market and its key industries also make him an effective director of our Company. Community Service Highlights Mr. Hanna has served on the boards of numerous nonprofit and professional organizations, including in leadership positions, and currently serves on the boards of the Bay Economic Development Alliance and Alignment Bay County, both nonprofit organizations. | | |

  12. Board Diversity

    | | H. Merritt Lane, III Age: 62 Director since 2021 Independent | Position Chairman, President and Chief Executive Officer of Canal Barge Company, Inc. Committee Membership Board Risk | | Background Mr. Lane has served as the Chairman, President and Chief Executive Officer of Canal Barge Company, Inc., a New Orleans based marine transport, services and liquid storage company, since 1994. He joined Canal Barge Company in 1986 and held several marketing and executive positions prior to his appointment as President in 1994. Mr. Lane currently serves on the board of directors of Pontchartrain Materials Corporation, L.L.C., a privately held construction aggregate supplier, where he has been a director since 2001. He also serves as Chairman of the Bureau of Governmental Research. Mr. Lane has previously served on the boards of directors of several additional companies, including International Shipholding Corp., a publicly traded marine transportation company, from 2004 to 2015 and Hibernia Homestead Bancorp., Inc., a publicly traded community bank holding company, from 2008 to 2018. Prior to joining Canal Barge Company, he was an investment banker with PaineWebber Inc. from 1983 to 1986. Mr. Lane holds a Bachelor of Science degree in Finance from the University of Virginia. Expertise Highlights  Marine transportation experience  Extensive knowledge of our Louisiana markets  Public company board experience  Executive leadership  Strategic planning Mr. Lane’s prior board service, including service as a director of a public company and a bank holding company, coupled with his deep knowledge of marine transportation and storage industries and our New Orleans market make him an effective director of our Company. Community Service Highlights Mr. Lane has been active in leadership positions with a number of civic, educational and philanthropic organizations, including the Nature Conservancy of Louisiana and Water Institute of the Gulf, among others. Mr. Lane has received numerous honors for his civic and business leadership. | | |

  13. Board Diversity

    | | Sonya C. Little Age: 58 Director since 2016 Independent | Position Executive Vice President and Chief Administrative Officer of Strategic Property Partners. Committee Membership Audit (Vice Chair)│ Board Risk │Corporate Governance | | Background Ms. Little has served as the Executive Vice President and Chief Administrative Officer of Strategic Property Partners, a full-service commercial real estate development firm, since August of 2019. In this capacity, she oversees corporate operating functions, including financial reporting, accounting, risk management, human resources, and information technology. Prior to her current position, Ms. Little was the Chief Financial Officer of the City of Tampa, Florida, for eight years. In her role as CFO, she led a team of more than 90 professionals, administered an annual operating budget of over $1.2 billion, managed the city’s credit ratings and a $900+ million debt portfolio, and oversaw the primary functions of finance, accounting, banking, grant management, investments and pension fund administration. Ms. Little previously worked as a managing director with Public Resources Advisory Group in Florida for three years, as a municipal investment banker with RBC Capital Markets and William R. Hough & Co. for over 14 years; and as a bond development specialist with the State of Florida’s Division of Bond Finance. She also worked for both Barnett Bank and Florida National Bank. Ms. Little holds a Bachelor of Science degree in Business from the University of South Florida and has held both NASD Series 7 and 63 licenses Expertise Highlights  Strategic planning  Finance and accounting; audit committee financial expert  Government regulation  Investment banking services  Risk management Ms. Little’s substantial, extensive and diverse mix of experience in finance, accounting, investment banking, operating, risk, and regulatory matters make her an effective director of our Company. Community Service Highlights Ms. Little has served on the boards of numerous nonprofit and governmental organizations, including leadership positions. | | |

  14. Board Diversity

    | | Sonia A. Pérez Age: 67 Director since 2021 Independent | Position Former President (retired December 31, 2022), Southeast States, AT&T Inc. Committee Membership Board Risk | | Background Ms. Pérez served as the President, Southeast States, for AT&T Inc. from 2018 to 2022. In this capacity, Ms. Pérez was responsible for the development of the company’s overall strategic plan in the Southeast region, which included responsibility for leading a workforce of more than 9,600 employees, overseeing operations including technology deployment and infrastructure investment and directing teams responsible for implementing public policy, legislative, regulatory and philanthropic initiatives. Ms. Pérez joined AT&T in 2005 and previously served as President, AT&T Louisiana from 2010 to 2018 and Vice President, AT&T Texas, from 2005 to 2010. Prior to 2005, Ms. Pérez was employed at SBC (formerly Southwestern Bell) from 1979 until SBC’s 2005 acquisition of AT&T, at which time SBC adopted the AT&T name. Ms. Pérez served on the board of directors of Sanderson Farms, Inc., a publicly traded Mississippi-based poultry processing company from 2019 to its sale in 2022. Ms. Pérez holds a Bachelor of Journalism degree from the University of Texas. Ms. Pérez has also completed the Diligent Institute Climate Leadership Certification. During her career, Ms. Pérez has served in various organizational leadership roles and has developed a well-respected reputation for pioneering Latina leadership. Ms. Pérez has also been selected by elected officials to serve in a number of special project advisory roles, including appointment as a member of the Resilient Louisiana Commission and appointment as chair of the Louisiana Economic Development Transition Team for Governor John Bel Edwards. Expertise Highlights  Nationwide business experience  Public company board experience  Executive leadership, including diversity, equity and inclusion leadership  Technology infrastructure  Government regulation Ms. Pérez’ experience as a director of a public company, commitment to public service, leadership in the Hispanic community, and professional experience working with communities in our Texas and Louisiana markets make her an effective director of our Company. Community Service Highlights Ms. Pérez is a current and former director of a number of industry and philanthropic organizations, including current service for the National World War II Museum and the University of Texas Foundation. She has received numerous awards and recognition for community service and leadership. | | |

  15. Board Diversity

    Incumbent Directors with Terms Expiring in 2026

  16. Board Diversity

    | | Frank E. Bertucci Age: 67 Director since 2000 Independent | Position President of F.E.B. Distributing Co., Inc. and Chief Executive Officer of Capital City Beverage Committee Membership Board Risk (Chair) │ Corporate Governance │ Executive | | Background Mr. Bertucci has been employed with F.E.B. Distributing Co., Inc., a regional beverage wholesaler, since 1978, serving as its President since 1990, and has served as Chief Executive Officer of Capital City Beverage, a beverage distributorship since 2001. His companies are present throughout Mississippi, including the two largest markets in the state, one of which is the Gulf Coast region. He has been actively involved in risk management and strategic planning of his companies, including acquisitions. Prior to joining our Board, he served as a director of Hancock Bank from 1995 to 2000. In addition to his current committee service, Mr. Bertucci has previously served on our Audit Committee and Compensation Committee. Mr. Bertucci is a director of the Mississippi Beer Distributors Association in Jackson, Mississippi, and a director of Fullhouse Venture Company L.P. of Gulfport, Mississippi, a limited partnership engaged in the business of real estate holdings. He is also a member of the Gulf Coast Business Council. Expertise Highlights  Federal and state government regulation  Knowledge of Mississippi Gulf Coast markets  Mergers and acquisitions  Risk management  Strategic planning Mr. Bertucci’s substantial experience in business, strategic planning, risk management and mergers and acquisitions, coupled with his extensive knowledge of our Mississippi market make him an effective director of our Company. Community Service Highlights Mr. Bertucci has been involved in numerous civic and nonprofit organizations throughout the Mississippi Gulf Coast market and currently serves on the board of the Mississippi Gulf Resort Classic Foundation, a nonprofit organization. | | |

  17. Board Diversity

    | | Constantine S. Liollio Age: 65 Director since 2016 Independent | Position President of Plains Midstream Canada ULC Committee Membership Compensation (Vice Chair) │ Executive | | Background Mr. Liollio has served as President of Plains Midstream Canada ULC (PMC) since February 1, 2020. PMC, which is headquartered in Calgary, Alberta, owns and operates midstream energy infrastructure and provides logistics services primarily for crude oil, natural gas liquids and natural gas customers in Canada and parts of the United States. PMC is a subsidiary of Plains All American Pipeline, L.P. (NYSE: PAA), a Houston-based publicly traded partnership. From 2008 through January 31, 2020, Mr. Liollio served as President of PAA Natural Gas Storage, LLC (PNG), a natural gas storage business based in Houston, Texas that was a subsidiary of PAA. PNG was a publicly traded entity controlled by PAA from May 2010 through December 2013, during which time Mr. Liollio also served on PNG’s Board of Directors. Mr. Liollio is responsible for developing and executing strategy, overseeing day-to-day operations, coordinating all disciplines within PMC and identifying areas for future expansion. Prior to joining PAA, he served for two years as President, Chief Executive Officer and Director of Energy South, Inc., a publicly traded natural gas storage and utility business headquartered in Mobile, Alabama. He has deep expertise in midstream energy and substantial knowledge of and experience in natural gas storage operations in the Gulf Coast markets of Texas, Louisiana, Mississippi, Alabama and Florida. Mr. Liollio has been involved in numerous professional organizations and currently serves on the boards of the GPA Midstream Association and is a member of the Engineering Advisory council of Texas A&M University. Expertise Highlights  Corporate governance  Energy industry experience  Mergers and acquisitions  Public company leadership  Strategic planning Mr. Liollio’s valuable public company experience, substantial experience in the energy industry and knowledge of the Gulf Coast markets that we serve make him an effective director of our Company. | | | | Community Service Highlights Mr. Liollio has been involved in numerous civic organizations and has also served as a director on the boards of various nonprofits and gas industry organizations, including in leadership positions. | | |

  18. Board Diversity

    | | Thomas H. Olinde Age: 68 Director since 2009 Independent | Position President of Olinde Hardware & Supply Co., LLC. and Managing Member and Director of B. Olinde and Sons Co., LLC Committee Membership Compensation │ Corporate Governance (Vice Chair) | | Background Mr. Olinde has served as President of Olinde Hardware and Supply Co., LLC since 1997 and is also a managing member and director of B. Olinde & Sons Co., LLC. Although Mr. Olinde sold, through an asset sale, a majority of the business operated through Olinde Hardware and Supply Co., LLC in January 2019, he continues to manage the enterprise as its President as the company winds down its operations. Through these companies, he has operated and managed a network of retail furniture stores operating in most of the central and south Louisiana markets where the Bank has a presence. In addition to general operations, Mr. Olinde has been largely responsible for strategic planning for the retail store operations and has been regularly involved in business risk management. Previously Mr. Olinde worked as a credit manager gaining valuable experience in retail credit extension and collections. Prior to joining our Board, he served as a director of Hancock Bank of Louisiana from 2006 to 2014. In addition to his current committee service, Mr. Olinde has previously served on our Audit Committee and Board Risk Committee. Mr. Olinde has served as a director and in leadership positions of numerous professional organizations. Expertise Highlights  Commercial experience  Executive leadership  Knowledge of Louisiana markets  Management of business operations  Strategic planning Mr. Olinde’s substantial experience in leading and managing a large regional business, as well as his extensive community ties in markets our Company serves, make him an effective director of our Company. Community Service Highlights Mr. Olinde has served on the boards of various nonprofit and civic organizations, including in leadership positions, and previously served on the boards of the Baton Rouge Symphony Orchestra and the Volunteer Services Council of the Louisiana School for the Visually Impaired, Inc., both nonprofit organizations. He has received the Volunteer Activist Award in the greater Baton Rouge area, one of our markets. | | |

  19. Board Diversity

    | | Joan C. Teofilo Age: 60 Director since 2016 Independent | Position President & CEO of The Energy Authority Committee Membership Board Risk (Vice Chair) | | Background Ms. Teofilo has served as President and Chief Executive Officer of The Energy Authority (TEA), the nation’s largest nonprofit energy trading company, since 2010, is a member of its Risk Management Committee, and is actively involved in strategic planning for TEA. She was a member of TEA’s founding launch team in 1997 and served as the Director of Risk Management and Financial Trading and the Chief Risk Officer before assuming her current role. TEA provides strategic energy solutions to community-owned utilities across the U.S. through access to advanced resources and technology systems. From its headquarters in Jacksonville, Florida, and West Coast office in Bellevue, Washington, TEA serves over 60 public power utilities and represents over 30,000 megawatts of power generation. Prior to joining TEA, Ms. Teofilo worked as a project engineer in construction management at Santee Cooper, the largest public power utility in South Carolina, and as a mechanical engineer at the American Samoa Power Authority. She has been invited to present and speak at industry events across the country. Expertise Highlights  Wholesale electric utility and natural gas experience  Executive leadership, including thought leadership on diversity, equity and inclusion  Nationwide business experience  Risk management and environmental risk assessment  Strategic planning Ms. Teofilo’s business leadership, substantial experience in managing a large national trading organization, her extensive knowledge of the southeastern market, and her regulatory, organizational, risk and strategic expertise make her an effective director of our Company. Community Service Highlights Ms. Teofilo has been involved in numerous community, civic and business organizations, including in Jacksonville, Florida, one of our markets. She has also been involved in various industry organizations and currently serves on the board of the National Association of Women in Energy, a nonprofit organization. | | |

  20. Board Diversity

    | | C. Richard Wilkins Age: 60 Director since 2016 Independent | Position Sole Member C. Richard Wilkins, Attorney At Law, PLLC Committee Membership Board Risk │ Corporate Governance | | Background Mr. Wilkins began practicing law in 1990 with the law firm of Vickers, Riis, Murray and Curran, becoming a Partner in 1993. He joined the Mobile, Alabama, office of the Maynard, Cooper & Gale law firm through its acquisition of the Vickers, Riis firm in 2015. In 2020, Mr. Wilkins established his current firm. Mr. Wilkins practices primarily in the areas of commercial litigation, commercial transactions, banking, admiralty and maritime law, real estate and wills and estates. He advises clients of legal risks and risk mitigation strategies. Over the course of his professional career, Mr. Wilkins has represented a wide array of entities in varying sectors, including telecommunication service providers, land-based and marine fuel distribution and transportation companies, commercial vessel operators and offshore energy exploration support service providers. Prior to joining Vickers, Riis, he served as a law clerk for the Honorable William Brevard Hand, Chief Judge of the United States District Court for the Southern District of Alabama from 1988 to 1990. Mr. Wilkins has served on the Market Advisory Board of the Bank since 2014 and, prior to joining our Board, served as a director of Hancock Bank from 2011 to 2014. He also served as Director and Chairman of Hancock Bank of Alabama from 2007 to 2011. Expertise Highlights  Commercial experience  Regulated industry experience  Knowledge of Alabama, Florida and Mississippi markets  Legal experience  Risk management Mr. Wilkins’ extensive community ties in markets served by the Company, legal skills, broad business experience, and knowledge of our Company and Bank operations through his extensive board and committee service make him an effective director of our Company. Community Service Highlights Mr. Wilkins has been involved in numerous civic organizations and has served on the boards of various nonprofits, including in leadership positions. He currently serves as Chairman of the Board of Goodwill Industries of the Gulf Coast, Inc., a nonprofit organization. | | |

  21. Board Diversity

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  22. Board Diversity

    The following table shows the number of shares of our common stock that were beneficially owned as of December 31, 2023 by persons known by us to beneficially own more than 5% of the outstanding shares of our common stock. Where indicated, the information in the table is based on our review of filings with the SEC, and is determined under Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.

  23. Board Diversity

    | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership of Common Stock | Percent of Class (1) | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 12,272,580(2) | 14.2% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 9,129,576(3) | 10.7% | | Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 68746 | 4,749,593(4) | 5.5% | | State Street Corp. 1 Congress Street, Suite 1 Boston, MA 02114 | 4,482,703(5) | 5.2% |

  24. Board Diversity

    (1) Based on 86,608,071 shares of our common stock outstanding as of February 29, 2024. (2) Based on information contained in a Schedule 13G/A filed with the SEC on January 23, 2024 by BlackRock, Inc. (BlackRock) as of December 31, 2023. BlackRock, and certain of its subsidiaries, report that it has sole voting power with respect to 11,756,864 shares and sole dispositive power with respect to 12,272,580 shares. (3) Based on information contained in the Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (Vanguard) as of December 31, 2023. Vanguard, and certain of its subsidiaries, report shared voting power with respect to 81,496 shares, sole dispositive power with respect to 9,017,529 shares and shared dispositive power with respect to 175,576 shares. (4) Based on information contained in the 13G/A filed on February 9, 2024 by Dimensional Fund Advisors LP (Dimensional) as of December 31, 2023. Dimensional, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In certain cases, subsidiaries of Dimensional may act as an advisor or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor and/or manager, Dimensional or its subsidiaries may possess investment and/or voting power over the shares of Hancock Whitney Corporation common stock that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. Dimensional disclaims beneficial ownership of such shares. Based on information contained in the 13G/A filed with the SEC on January 24, 2024 by State Street Corp. as of December 31, 2023. State Street, and certain of its subsidiaries, report having shared dispositive power with respect to 4,482,703 shares. The following table shows the number of shares of our common stock beneficially owned as of February 29, 2024 by (i) our directors, (ii) our named executive officers, as defined below in the “Compensation Discussion and Analysis,” and (iii) all of our directors and executive officers as a group. The information in the table is based on our review of filings with the SEC and information provided by the individuals. Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.

  25. Board Diversity

    | Directors | Amount and Nature of Beneficial Ownership of Common Stock (1) | Percent of Class (2) | | Frank E. Bertucci | 24,151(3) | * | | Hardy B. Fowler | 26,286(4) | * | | John M. Hairston | 240,400(5) | * | | Randall W. Hanna | 23,992(6) | * | | James H. Horne | 112,486(7) | * | | Suzette K. Kent | 5,137(8) | * | | H. Merritt Lane | 7,642(9) | * | | Jerry L. Levens | 37,486(10) | * | | Constantine S. Liollio | 27,030(11) | * | | Sonya C. Little | 13,833(12) | * | | Thomas H. Olinde | 38,799(13) | * | | Sonia A. Pérez | 7,613(14) | * | | Christine L. Pickering | 23,959(15) | * | | Joan C. Teofilo | 14,388(16) | * | | C. Richard Wilkins | 16,604(17) | * | | Named Executive Officers | | | | Michael M. Achary | 51,678(18) | * | | Joseph S. Exnicios | 41,642(19) | * | | Cecil W. Knight Jr. | 49,661(20) | * | | D. Shane Loper | 81,626(21) | * | | Directors and executive officers as a group (22) (24 persons) | 976,995 | 1.1% |

  26. Board Diversity

    * Less than 1% of the outstanding common stock. (1) Includes shares owned directly and indirectly. Except as otherwise noted and subject to applicable community property laws, each shareholder has sole investment and voting power with respect to such shares. (2) Based on 86,918,354 shares of our common stock outstanding and entitled to vote as of February 29, 2024. (3) Includes 1,401 shares held for the account of Mr. Bertucci’s spouse in the Company’s Dividend Reinvestment Plan and 10,763 shares held for the account of Mr. Bertucci in the Company’s Non-Qualified Deferred Compensation (NQDC) Plan. (4) Includes 1,030 shares held by Mr. Fowler’s spouse in an IRA, as to which he disclaims beneficial ownership, and 3,808 shares held for the account of Mr. Fowler in the Company’s NQDC plan. (5) Includes 132,621 shares held for the account of Mr. Hairston in the Company’s NQDC Plan and 3,848 restricted stock units (RSUs) that would convert to shares upon Mr. Hairston’s retirement (based on age and time of service). (6) Includes 12,454 shares held for the account of Mr. Hanna in the Company’s NQDC Plan and 6,412 shares held jointly with his spouse. (7) Includes 2,185 shares held by his spouse in an IRA, 54,252 shares held for the account of Mr. Horne in the Company’s NQDC Plan, and 6,603 shares held jointly by Mr. Horne and his spouse. Includes 34,361 shares held by companies in which Mr. Horne holds a majority or partial interest and 1,382 shares held for the benefit of Mr. Horne’s grandson and granddaughter, over which he has voting authority. (8) Includes 2,126 RSAs. Includes 3,979 shares held for the account of Mr. Lane in the Company's NQDC Plan. Includes 19,940 shares held for the account of Mr. Levens in the Company’s NQDC Plan and also includes 17,546 shares held jointly with his spouse in a family limited partnership as to which he disclaims beneficial ownership. Includes 21,986 shares held for the account of Mr. Liollio in the Company’s NQDC Plan. (12) Includes 8,707 shares held for the account of Ms. Little in the Company’s NQDC Plan. (13) Includes 23,327 shares held for the account of Mr. Olinde in the Company’s NQDC Plan. (14) Includes 4,777 shares held for the account of Ms. Pérez in the Company’s NQDC Plan. (15) Includes 312 shares held by Ms. Pickering’s spouse. Also includes 2,126 RSAs and 11,963 shares held for the account of Ms. Pickering in the Company’s NQDC Plan. (16) Includes 12,848 shares held for the account of Ms. Teofilo in the Company’s NQDC Plan. (17) Includes 3,002 shares held for the account of Mr. Wilkins in the Company's NQDC Plan and 2,126 RSAs. Includes 1,177 shares held by his spouse and 600 shares held in trusts for his three children with his spouse as trustee as to which he disclaims beneficial ownership. (18) Includes 10,671 shares held for the account of Mr. Achary in the Company’s NQDC Plan and 1,465 RSUs that would convert to shares upon Mr. Achary’s retirement (based on age and time of service). (19) Includes 34 shares held for the account of Mr. Exnicios in the Hancock Whitney 401(k) Plan and 10,408 shares held for the account of Mr. Exnicios in the Company’s NQDC Plan. Also includes 827 RSUs that would convert to shares upon Mr. Exnicios' retirement (based on age and time of service). (20) Includes 48,817 shares held for the account of Mr. Knight in the Company’s NQDC Plan. (21) Includes 222 shares held by Mr. Loper's spouse in the Company’s Dividend Reinvestment Plan and 2,266 shares held for the account of Mr. Loper in the Company’s NQDC Plan. Also includes 1,843 RSUs that would convert to shares upon Mr. Loper's retirement (based on age and time of service). (22) Includes 34 shares held for the account of such persons in the Hancock Whitney 401(k) Plan and 402,854 shares held in the Company’s NQDC Plan. Also includes 8,337 RSAs and 9,596 RSUs that would convert to shares upon members of the group’s retirement (based on age and time of service).

  27. Board Diversity

    | DELINQUENT SECTION 16(a) REPORTS | | O |

  28. Board Diversity

    Section 16(a) of the Exchange Act requires our executive officers and directors to file initial reports of ownership of the Company’s common stock, as well as reports of changes in ownership with the SEC. Based solely on a review of Forms 3, 4 and 5, any amendments to those Forms, and written representations from executive officers and directors to the Company, all required filings by such persons were timely made during 2023, except that, due to an administrative error, one late Form 4 reporting one transaction was filed on behalf of H. Merritt Lane.

  29. Board Diversity

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  30. Board of Directors

    Board of Directors The Board currently consists of 15 directors. The Board has the power to expand or reduce its size at any time, subject to the requirement in our Articles of Incorporation and Bylaws that the Company have a minimum of nine directors. In February 2024, the Board voted to reduce its size to 14 directors effective as of the annual meeting as Mr. Horne, whose term expires at the annual meeting, is not eligible to stand for re-election per our Corporate Governance Guidelines. The Board currently has one employee director, John M. Hairston. The Board has determined that all non-employee directors – Frank E. Bertucci, Hardy B. Fowler, Randall W. Hanna, James H. Horne, Suzette K. Kent, H. Merritt Lane, III, Jerry L. Levens, Constantine S. Liollio, Sonya C. Little, Thomas H. Olinde, Sonia A. Pérez, Christine L. Pickering, Joan C. Teofilo, and C. Richard Wilkins – are independent under the applicable rules of The NASDAQ Stock Market, LLC (NASDAQ), on which our common stock trades. Under our Corporate Governance Guidelines, our independent directors are required to meet in executive session at least two times each year. During 2023, the Company’s independent directors continued their longstanding practice of convening executive sessions after regular board meetings as they deemed necessary, convening seven such sessions during 2023. Neither the Chief Executive Officer nor any other Company associates were present during these executive sessions. The Board held nine meetings in 2023. During 2023, each of the incumbent directors attended at least 75% of the aggregate number of meetings of the Board and the committees of the Board on which he or she served. The Board has adopted Corporate Governance Guidelines that encourage its directors to attend each annual meeting. All of our directors attended the Company’s 2023 annual meeting, which was held virtually.

  31. Board and Management Leadership Structure

    | COMPENSATION OF DIRECTORS |

  32. Board and Management Leadership Structure

    | 2023 DIRECTOR COMPENSATION | | | | | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Frank E. Bertucci | $105,000 | $75,005 | $180,005 | | Hardy B. Fowler | 98,000 | 75,005 | 173,005 | | Randall W. Hanna | 97,500 | 75,005 | 172,505 | | James H. Horne | 100,250 | 75,005 | 175,255 | | Suzette K. Kent (3) | 95,000 | 75,005 | 170,005 | | H. Merritt Lane | 70,000 | 75,005 | 145,005 | | Jerry L. Levens | 163,000 | 75,005 | 238,005 | | Constantine S. Liollio | 87,500 | 75,005 | 162,505 | | Sonya C. Little | 82,500 | 75,005 | 157,505 | | Thomas H. Olinde | 77,500 | 75,005 | 152,505 | | Sonia A. Pérez | 75,000 | 75,005 | 150,005 | | Christine L. Pickering | 106,000 | 75,005 | 181,005 | | Joan C. Teofilo | 70,000 | 75,005 | 145,005 | | C. Richard Wilkins | 82,500 | 75,005 | 157,505 |

  33. Sound Compensation and Governance Practices

    Sound Compensation and Governance Practices Our executive compensation program is designed to create an appropriate linkage between executive pay, Company performance, and the return on shareholder investment. The Compensation Committee works with its independent compensation consultant to evaluate the program and maintain alignment with shareholders’ interests and to incorporate strong governance standards within our compensation program, as outlined below and further discussed in this CD&A. A Significant Percentage of Executive Target Compensation is Performance-Based. Approximately 75% of Mr. Hairston's total target direct compensation (base salary, target annual incentive, and target long-term incentive awards) and approximately 65% of the total target direct compensation of our other NEOs is either at risk and must be earned on the basis of attainment of corporate performance goals (in the case of annual cash incentive awards and performance stock awards) or its future value is contingent upon the future performance of the Company's common stock (in the case of our performance stock awards and time-based restricted stock unit awards). • Majority of Long-Term Incentives Based on Stock Performance. As CEO, Mr. Hairston receives 70% of his target long-term incentive in performance-based awards, and the other NEOs receive 60% of their target long-term incentive in performance-based awards. The Compensation Committee believes that the higher weighting of performance-based awards provides better alignment of the executives’ compensation with our shareholders' interests. • Mandated Post-Vest Holding Periods. Long-term incentive awards granted to our executive officers include a mandatory two-year post-vest holding requirement. This holding requirement supports alignment between our executives and our shareholders, focuses the executives on long-term sustained performance, and reduces the grant date fair value of the award for accounting purposes, thus reducing the expense of the equity program to the Company. These post-vest holding periods are in addition to meaningful executive stock ownership requirements. • No Excise Tax Gross-Up Provisions. None of the change in control agreements in place for our NEOs or other executives provide for excise tax gross-ups. Instead, these agreements provide for a “best of net” approach to address any potential excise tax payments that might be triggered by a change in control. (See “Elements of Our Compensation Program – Employment Contracts and Change in Control Agreements” herein.) • Compensation Recoupment Policy. The Compensation Committee has adopted a compensation recoupment policy compliant with applicable listing standards of Nasdaq and Rule 10D-1 under the Exchange Act, including a mandatory recoupment which requires the Company to recover the amount of all Erroneously Awarded Performance-Based Incentive Compensation Received by a person in the event that the Company is required to prepare an accounting restatement. The policy also provides the Compensation Committee with discretion to apply the mandatory recoupment to additional employees and/or seek to recover service-based equity awards in addition to performance awards when mandatory recoupment is triggered. Additionally, the policy provides the Compensation Committee with discretion to recover from any employee where an accounting restatement has not occurred, but the misconduct of a person causes material harm to the Company. • Limited Perquisites. We generally provide only limited perquisites to our executives, consistent with our goal of aligning our executives’ interests with the interests of our shareholders. • Executive Stock Ownership Requirements. Under our stock ownership guidelines as amended, effective January 1, 2022, our CEO must own Company common stock worth five times his base salary, and our other executive officers must own Company common stock worth three times their base salary. Until an executive officer has satisfied the stock ownership guidelines, he or she must retain one-half of any shares acquired from the Company (net of any tax withholdings). Once the guidelines have been satisfied, any future sales of stock are only permitted to the extent that the guidelines continue to be met immediately following such sale. • Prohibition on Hedging Transactions. The Company’s Insider Trading Policy prohibits all of our directors, officers and associates (and their respective immediate family members) from engaging in hedging or monetization strategies involving exchange funds, prepaid variable forward contracts, equity swaps, puts, calls, collars, forwards and other derivative instruments, including short sale transactions, or otherwise engaging in transactions that hedge or offset or are designed to hedge or offset any decrease in the market value of the Company’s securities.

  34. Compensation Review Process

    Compensation Review Process Role of the Compensation Committee The Compensation Committee is responsible for annually assessing the performance of our NEOs and for determining both their annual salary and incentive (short- and long-term) compensation opportunities. Each of the members of our Compensation Committee is independent as defined under SEC and NASDAQ listing standards. The Committee may form and delegate responsibility to subcommittees of the Compensation Committee as necessary or appropriate. The Compensation Committee from time to time retains independent compensation consultants to assist in evaluating the compensation practices of the Company and to provide advice and ongoing recommendations regarding executive compensation practices consistent with our business goals and pay philosophy. Role of the Compensation Consultant In 2022, the Compensation Committee engaged Aon to provide advisory service to the Compensation Committee, which the Committee considered in connection with setting executive compensation for 2023. The scope of Aon’s executive compensation consulting assignments included a comparison of our current levels of base salary, annual cash incentive opportunity and equity-based compensation to those paid by bank and bank holding companies in the Compensation Peer Group (listed below). The Compensation Committee considered data developed by Aon in its assessment of whether each element of the executives’ compensation package was competitive with the market and to determine whether any adjustments were appropriate. This information was also used to establish the parameters of long-term incentives granted to the NEOs. The Compensation Committee assessed the independence of Aon under the applicable SEC and NASDAQ rules and concluded that Aon’s engagement presented no conflicts of interest. Role of Executives in Compensation Committee Deliberations The Compensation Committee works closely with the Chief Human Resources Officer, Director of Total Rewards, and other members of the Company’s human resources team, who provide administrative support to the Compensation Committee, as requested. Executives may attend a Compensation Committee meeting to discuss Company and individual performance or to provide pertinent financial, tax, accounting, or operational information. Executives in attendance may provide their insights and suggestions, but only the independent Compensation Committee members have the right to vote on decisions regarding executive compensation. For each executive officer other than himself, the Chief Executive Officer makes recommendations to the Compensation Committee regarding compensation. The Compensation Committee reviews recommendations made by our Chief Executive Officer and information from the Aon executive compensation review in determining compensation levels and program designs. The Compensation Committee’s decisions for all executives including the CEO are based on a variety of factors, including short- and long-term Company performance, the officer’s level of responsibility, an assessment of individual performance and competitive market data. The Chief Executive Officer is excused from the meeting before decisions are made on his compensation. Review of Competitive Market Data The Compensation Committee periodically reviews and analyzes market data provided by Aon in an effort to ensure that our executive officer compensation is competitive. Such a review was conducted in 2022, which served as a guide to the Committee in setting our 2023 executive compensation levels. As part of this review, the Compensation Committee compared compensation paid to our executive officers with compensation paid to the named executive officers in similar positions at banks of comparable size (which we refer to as the Compensation Peer Group). The Compensation Committee used the market information compiled as well as additional information regarding the ongoing movement of executive compensation in the banking industry to test the reasonableness of the compensation decisions we made for 2023. Aon conducted another review of executive compensation in October 2023, which was used to make compensation decisions for 2024. The 2022 Compensation Peer Group used in connection with 2023 compensation decisions consisted of a peer group of 25 banks and bank holding companies aligned with the Company’s business profile and external environment, and positioned the Company close to the peer group median in terms of asset size. The 2022 Compensation Peer Group was comprised of peers with total assets ranging from $25 billion to $100 billion respectively at the time of selection. The median total assets for the 2022 Compensation Peer Group was $38 billion, which positioned the Company at the 41st percentile of the peer group at the time of selection. We referred to the 2022 Compensation Peer Group in establishing compensation levels and program design features for 2023. The Company’s 2022 Peer Bank Group consists of the following 25 banks and bank holding companies.

  35. Compensation Review Process

    (1) This company has been part of a merger or acquisition since the original establishment of the Compensation Peer Group, and therefore, may no longer be considered a peer company. Assessment and Determination of Executive Compensation We believe that the total compensation package available to our executives should provide the opportunity for enhanced levels of financial reward for achievement of higher levels of performance, recognize and reward both short- and long-term performance, and be competitive with our peers to attract, motivate, and retain talented and skilled executives. After careful consideration and analysis of market survey data provided by the Compensation Committee’s independent compensation consultant, executive officer compensation is set at levels we believe to be competitive with the Company’s Compensation Peer Group and compatible with our internal business plans. While the Compensation Committee considers many factors in setting executive compensation, generally the Compensation Committee strives to achieve a market position for an executive’s total compensation at approximately the median of the Compensation Peer Group assuming the Company’s performance is consistent with the group.

  36. Elements of Our Compensation Program

    Elements of Our Compensation Program In 2023, our executive officer compensation program consisted of the following elements: base salary, annual cash incentives, long-term equity incentives, retirement benefits, change in control protections, and other benefits including limited perquisites. Base Salary We pay base salaries to our executive officers as compensation for performing their day-to-day responsibilities. Base salaries are set based on a variety of factors, including scope of the job, experience, market comparable positions, internal pay equity and alignment, and an overall assessment of Company and individual performance. We rely substantially on industry and Compensation Peer Group compensation data provided by the Compensation Committee’s independent compensation consultant to evaluate whether the base salaries of our executives are competitive in the marketplace and also evaluate the actual performance of each executive to determine if base salary increases are warranted. The Compensation Committee believes that executives’ base salaries should generally align with the market 50th percentile of the Compensation Peer Group. The Compensation Committee may, however, set an executive’s salary above the Compensation Peer Group median if it determines that specific performance, needs, or other circumstances justify a base salary at a higher level. After reviewing the 2022 Compensation Peer Group compensation study, provided by its independent compensation consultant, the Compensation Committee determined that the base salaries of our NEOs were below the competitive range for peer executives. In early 2023, the Compensation Committee, in consultation with its independent compensation consultant, approved the following base salary increases for each of our NEOs, effective April 1, 2023, in recognition of individual and Company performance, which positioned the base salary of the NEOs within approximately 5% of the median of the Compensation Peer Group.

  37. Elements of Our Compensation Program

    Annual Cash Incentive The Company uses annual cash incentives to focus attention on current strategic priorities and drive achievement of short-term corporate strategic objectives. Each NEO has a target annual incentive opportunity that may be earned between 0% and 200% based on corporate performance. For purposes of the annual cash incentive, the Compensation Committee measures corporate performance based on actual performance compared to pre-established performance goals as a base completion percentage. The Compensation Committee may also review the Company’s performance compared to the performance of certain regional and top quartile peers, together with the Company’s progress with respect to certain corporate strategic objectives to further assess overall corporate performance. The Compensation Committee has the discretion to increase or decrease the amount of annual cash incentive earned based on these factors. For 2023, the annual cash incentive plan used four key performance measurement metrics: adjusted EPS, adjusted pre-provision net revenue, and two credit quality metrics. The credit quality metrics compare the percentage of total commercial loans classified as criticized as of September 30, 2023 and the percentage of total loans classified as non-performing as of September 30, 2023. The Compensation Committee may also approve adjustments as it deems appropriate as discussed below based on its overall assessment of Company performance against the performance of regional and top quartile peers and consideration of other corporate strategic objectives. The financial performance goals for the annual cash incentive and actual results for 2023 are set forth below:

  38. Elements of Our Compensation Program

    (1) End of Period For 2023, comparing actual corporate performance to the 2023 corporate performance goal targets, the resulting completion percentage was driven by above maximum performance for two of the four corporate performance goal metrics slightly offset by the remaining two metrics between threshold and target performance. After considering these results and reviewing our overall financial performance compared to regional and top quartile peers and relative impact to annual plan in comparison to peers, the Compensation Committee determined that annual cash incentive awards to our executive officers were earned based on the actual aggregate completion percentage of 92.31%. No modifications or discretion were utilized by the Compensation Committee. In addition to awards made under our annual cash incentive plan for corporate performance, the plan also allows for the Compensation Committee (for all officers) and the CEO (for officers other than himself) to recommend adjustments based on results of near-term performance related to one-time initiatives, specific development efforts, or short-term projects. For 2023, no such adjustments were recommended. For the year ended December 31, 2023, the following cash bonuses were awarded:

  39. Elements of Our Compensation Program

    | Named Executive Officer | Target Value as a % of Base Salary | Corporate Performance Completion | Corporate Performance Award | Total Cash Incentive | | John M. Hairston | 120% | 92.31% | $1,291,253 | $1,291,253 | | Michael M. Achary | 90% | 92.31% | $471,559 | $471,559 | | D. Shane Loper | 90% | 92.31% | $579,561 | $579,561 | | Joseph S. Exnicios | 75% | 92.31% | $383,434 | $383,434 | | Cecil W. Knight Jr. | 75% | 92.31% | $390,357 | $390,357 |

  40. Elements of Our Compensation Program

    Long-Term Incentives The purpose of our long-term incentive program is to ensure that our executives focus not only on short-term returns but also on achieving long-term Company goals, growth and creation of shareholder value. We further believe that equity ownership by our executive officers aligns executives’ interests with those of our shareholders. In 2023, the Compensation Committee used both performance-based stock unit awards (PSUs) and time-based restricted stock unit awards (RSUs) for long-term incentive compensation, with a higher percentage of the total award value being delivered to our NEOs in the form of PSUs. The relative weighting of the award values strengthens the alignment of the executive and shareholder interests. The PSUs only provide value to the executive if threshold achievement is met, as described below. We used RSUs as a portion of our long-term awards because we believe they provide an effective retention incentive for the executives and align the interests of our executives with those of our shareholders. The Compensation Committee sets the target value of the equity awards granted as a percentage of each executive’s base salary, with the target percentage based upon the executive’s position. We believe using a percentage of base salary as the target provides us greater control and consistency relative to the value of equity awards we grant each year. For 2023, the long-term incentive allocations for the NEOs were set as follows:

  41. Elements of Our Compensation Program

    | Named Executive Officer | Target Value of LTI as a % of Base Salary | LTI Target Value | % Delivered in Performance Awards | % Delivered in Restricted Stock Units | | John M. Hairston | 220% | $2,593,800 | 70% | 30% | | Michael M. Achary | 120% | $690,000 | 60% | 40% | | D. Shane Loper | 120% | $846,000 | 60% | 40% | | Joseph S. Exnicios | 120% | $672,000 | 60% | 40% | | Cecil W. Knight Jr. | 100% | $570,000 | 60% | 40% |

  42. Elements of Our Compensation Program

    The RSUs approved and granted in 2023 vest based on continued service, with the awards vesting in annual increments over a three-year period. Cash dividend equivalents based on the amount of any dividends paid by the Company on its common stock during the vesting period are accrued and accumulated interest-free on each of the RSUs and paid only if and when the underlying unit(s) become vested. For the PSUs approved and granted in 2023, the Company bifurcated the grant into two equally weighted performance measures, one using a three-year relative TSR performance metric and the other a two-year EPS metric, both of which vest after a three-year service period based upon actual certified results. We believe these performance metrics provide a direct alignment of executive and shareholder interests. • TSR Performance Metric – The payout level of the TSR performance metric is determined based on the relative rank of the Company’s TSR among a published company peer group index (the KBW Regional Bank Index). The portion of the PSUs based on relative TSR over the three-year performance period will pay 0% of target for performance below the peer group’s 25th percentile, 50% of target for performance at the peer group’s 25th percentile (threshold), 100% of target for performance at the peer group’s 50th percentile (target), and 200% of target for performance at the peer group’s 75th percentile (maximum). Adjusted EPS Performance Metric – The adjusted EPS performance metric has a two-year performance measurement period and three-year service period. The target award will be earned between 0% and 200% based upon the level of collective adjusted EPS achieved over the performance period as compared to the target level, with 80% of target adjusted EPS (threshold) earning 50% payout and 120% of target adjusted EPS (maximum) earning 200% payout. The two-year EPS goals have been approved by the Compensation Committee and reflect our strategic plan as well as projected growth targets. The Compensation Committee believes that the growth targets represent appropriately challenging performance that will lead to increased shareholder value if achieved. For all PSUs granted, results that fall in-between the “maximum,” “target” and “threshold” levels of the applicable performance criteria will be paid out on a sliding scale. All awards granted to NEOs in 2023 include a two-year post-vest holding period applicable to the net shares issued upon vesting of the award and payment of withholding taxes. NEOs received the following long-term incentive awards for fiscal year 2023:

  43. Elements of Our Compensation Program

    | Named Executive Officer | RSUs | Value of RSU Awards (1) | PSUs | Value of PSU Awards (1) | Total Award Value | | John M. Hairston | 15,091 | $769,339 | 35,212 | $1,795,108 | $2,564,447 | | Michael M. Achary | 5,344 | $272,437 | 8,016 | $408,656 | $681,093 | | D. Shane Loper | 6,568 | $334,837 | 9,852 | $502,255 | $837,092 | | Joseph S. Exnicios | 5,215 | $265,861 | 7,822 | $398,766 | $664,627 | | Cecil W. Knight Jr. | 4,424 | $225,536 | 6,636 | $338,303 | $563,839 |

  44. Elements of Our Compensation Program

    We believe that the executive officers of our Company should maintain equity interests in the Company to ensure that they have a meaningful economic stake in the Company and that the interests of our executives and our shareholders are aligned. Effective January 1, 2009 and most recently amended, effective January 1, 2022, we adopted stock ownership guidelines that require our executive officers to own directly or indirectly a minimum level of Company common stock, depending upon the executive’s position. The executive may satisfy their ownership guidelines with common stock owned directly; beneficially owned in a trust, by a spouse and/or minor child; held in an IRA or 401(k); held in the Automatic Dividend Reinvestment and Direct Stock Purchase Plan; or held in the Nonqualified Deferred Compensation Plan; as well as time-vesting restricted stock and restricted stock units. Under the guidelines, our Chief Executive Officer is required to maintain ownership of Company common stock worth five times his base salary. Each of our other executive officers is required to maintain ownership of Company common stock worth three times his or her base salary. The value of the executive’s stock holdings and satisfaction of the ownership guidelines are measured as of January 1 each year by reference to the closing price of a share of common stock of the Company on the last trading day of the immediately preceding calendar year. The executives are expected to make continuous progress toward their respective ownership requirements and satisfy the applicable ownership guidelines within five years following the effective date of the amended guidelines or such later date that the executive becomes subject to the guidelines based on the date initially designated by the Board as an executive officer. Until the executive officer has satisfied the stock ownership guidelines, the executive officer must retain one-half of any shares acquired from the Company (net of any tax withholdings). Once the guidelines have been satisfied, any future sales of stock are only permitted to the extent that the guidelines continue to be met immediately following such sale.

  45. Risk Assessment of Compensation Policies and Practices

    | SUMMARY COMPENSATION TABLE | | | | | | | | | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | John M. Hairston, | 2023 | 1,165,685 | 2,428,302 | 1,291,253 | 150,460 | 529,568 | 5,565,268 | | President and CEO | 2022 | 1,091,712 | 2,327,705 | 2,616,572 | ― | 624,321 | 6,660,310 | | | 2021 | 990,000 | 2,382,878 | 1,980,000 | 33,171 | 552,756 | 5,938,806 | | Michael M. Achary, | 2023 | 567,603 | 641,988 | 471,559 | 153,973 | 43,205 | 1,878,328 | | Chief Financial Officer | 2022 | 536,370 | 615,505 | 964,162 | ― | 86,894 | 2,202,931 | | | 2021 | 510,000 | 729,726 | 765,000 | 56,858 | 50,667 | 2,112,251 | | D. Shane Loper | 2023 | 697,603 | 789,030 | 579,561 | 153,914 | 479,314 | 2,699,422 | | Chief Operating Officer | 2022 | 647,877 | 743,142 | 1,164,604 | ― | 557,588 | 3,113,211 | | | 2021 | 565,000 | 808,489 | 847,500 | 19,534 | 404,673 | 2,645,197 | | Joseph S. Exnicios, | 2023 | 553,836 | 626,467(6) | 383,434 | 15,663 | 67,078 | 1,646,478 | | President, Hancock | 2022 | 528,836 | 606,890(6) | 792,183 | ― | 61,292 | 1,989,201 | | Whitney Bank | 2021 | 510,000 | 729,726 | 765,000 | ― | 222,125 | 2,226,851 | | Cecil W. Knight Jr. | 2023 | 563,836 | 531,466(6) | 390,357 | 59,559 | 34,137 | 1,579,355 | | Chief Banking Officer | 2022 | 529,984 | 506,690(6) | 793,902 | ― | 29,513 | 1,860,089 | | | 2021 | 484,100 | 577,213(6) | 726,150 | 40,231 | 30,407 | 1,858,102 |

  46. Risk Assessment of Compensation Policies and Practices

    | 2023 GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | | | | | | Name | Award Type | Approval Date | Grant Date | Thres- hold ($) | Target ($) | Maxi- mum ($) | Thres- hold (#) | Target (#) | Maxi- mum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | John M. Hairston | Annual Cash | | | 699,411 | 1,398,822 | 2,797,644 | | | | | | | | PSU | 1/25/2023 | 2/17/2023(1) | | | | 17,606 | 35,212 | 70,424 | | 1,723,099 | | | RSU | 1/25/2023 | 2/17/2023(2) | | | | | | | 15,091 | 705,202 | | Michael M. Achary | Annual Cash | | | 255,421 | 510,842 | 1,021,685 | | | | | | | | PSU | 1/25/2023 | 2/17/2023(1) | | | | 4,008 | 8,016 | 16,032 | | 392,263 | | | RSU | 1/25/2023 | 2/17/2023(2) | | | | | | | 5,344 | 249,725 | | D. Shane Loper | Annual Cash | | | 313,921 | 627,842 | 1,255,685 | | | | | | | | PSU | 1/25/2023 | 2/17/2023(1) | | | | 4,926 | 9,852 | 19,704 | | 482,108 | | | RSU | 1/25/2023 | 2/17/2023(2) | | | | | | | 6,568 | 306,923 | | Joseph S. Exnicios | Annual Cash | | | 207,688 | 415,377 | 830,753 | | | | | | | | PSU | 1/25/2023 | 2/17/2023(1) | | | | 3,911 | 7,822 | 15,644 | | 382,770 | | | RSU | 1/25/2023 | 2/17/2023(2) | | | | | | | 5,215 | 243,697 | | Cecil W. Knight Jr. | Annual Cash | | | 211,438 | 422,877 | 845,753 | | | | | | | | PSU | 1/25/2023 | 2/17/2023(1) | | | | 3,318 | 6,636 | 13,272 | | 324,733 | | | RSU | 1/25/2023 | 2/17/2023(2) | | | | | | | 4,424 | 206,734 |

  47. Risk Assessment of Compensation Policies and Practices

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 | | | | | | | Stock Awards | | | | | | | Name | Grant Date | Number of Units That Have Not Vested (#)(1) | Market Value of Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)(2) | | John M. Hairston | 2/17/2023 | 15,091 | 733,272 | | | | | 2/17/2023 | | | 35,212 | 1,710,951 | | | 2/18/2022 | 8,901 | 432,500 | | | | | 2/18/2022 | | | 62,312 | 3,027,740 | | | 2/15/2021 | 6,931 | 336,777 | | | | | 2/15/2021 | | | 97,028 | 4,714,591 | | Michael M. Achary | 2/17/2023 | 5,344 | 259,665 | | | | | 2/17/2023 | | | 8,016 | 389,497 | | | 2/18/2022 | 3,181 | 154,565 | | | | | 2/18/2022 | | | 14,316 | 695,614 | | | 2/15/2021 | 2,856 | 138,773 | | | | | 2/15/2021 | | | 25,704 | 1,248,957 | | D. Shane Loper | 2/17/2023 | 6,568 | 319,139 | | | | | 2/17/2023 | | | 9,852 | 478,709 | | | 2/18/2022 | 3,841 | 186,634 | | | | | 2/18/2022 | | | 17,284 | 839,830 | | | 2/15/2021 | 3,164 | 153,739 | | | | | 2/15/2021 | | | 28,480 | 1,383,843 | | Joseph S. Exnicios | 2/17/2023 | 5,215 | 253,397 | | | | | 2/17/2023 | | | 7,822 | 380,071 | | | 2/18/2022 | 3,137 | 152,427 | | | | | 2/18/2022 | | | 14,116 | 685,896 | | | 2/15/2021 | 2,856 | 138,773 | | | | | 2/15/2021 | | | 25,704 | 1,248,957 | | Cecil W. Knight Jr. | 2/17/2023 | 4,424 | 214,962 | | | | | 2/17/2023 | | | 6,636 | 322,443 | | | 2/18/2022 | 2,619 | 127,257 | | | | | 2/18/2022 | | | 11,784 | 572,585 | | | 2/15/2021 | 2,259 | 109,765 | | | | | 2/15/2021 | | | 20,332 | 987,932 |

  48. Risk Assessment of Compensation Policies and Practices

    | 2023 Option Exercises And Stock Vested | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John M. Hairston | ― | ― | 39,809 | 1,975,170 | | Michael M. Achary | ― | ― | 12,816 | 637,927 | | D. Shane Loper | ― | ― | 14,356 | 714,852 | | Joseph S. Exnicios | ― | ― | 12,793 | 636,743 | | Cecil W. Knight Jr. | ― | ― | 9,996 | 497,822 |

  49. Risk Assessment of Compensation Policies and Practices

    | 2023 Pension Benefits | | | | | | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During 2023 ($) | | John M. Hairston | Hancock Whitney Corporation Pension Plan | 29 | 1,032,203 | ― | | Michael M. Achary | Hancock Whitney Corporation Pension Plan | 23 | 1,016,812 | ― | | D. Shane Loper | Hancock Whitney Corporation Pension Plan | 33 | 1,077,426 | ― | | Joseph S. Exnicios | Hancock Whitney Corporation Pension Plan | 46 | 1,702,989 | ― | | | Whitney Holding Corporation Retirement Restoration Plan | 46 | 1,553,916 | ― | | Cecil W. Knight Jr. | Hancock Whitney Corporation Pension Plan | 6 | 223,201 | ― |

  50. Risk Assessment of Compensation Policies and Practices

    Based on Accounting Standards Codification 715-20 assumptions used for disclosure as of December 31, 2023. The present value of the accumulated benefit obligation is determined using the following assumptions: Interest rate 4.83% per annum and the Pre-Commencement: RP-2014 Employee Life Mortality Table (Bottom Quartile) (adjusted for MP-2021) Fully Generational Projection using Scale MP-2021 and Post-Commencement: RP-2014 Annuitant Life Mortality Table (Bottom Quartile) (adjusted for MP-2021) Fully Generational Projection using Scale MP-2021. Assumes the benefit will be paid in the normal form on the later of age 65 and the valuation date. ____________________________ The Hancock Whitney Corporation Pension Plan covers certain eligible associates of the Company upon the completion of one year of service and the attainment of age 21. In 2017, the plan was amended to exclude any individual hired or rehired by the Company after June 30, 2017 from eligibility to participate. Additionally, the amendment provides that the accrual of benefits of each participant whose combined age plus years of service as of January 1, 2018 totals less than 55 will be frozen. Benefits under the plan are determined as the sum of 1% of compensation multiplied by years of service and 0.5% of compensation in excess of a 35-year average of the social security wage base multiplied by years of service. The benefits are determined using base pay, but excluding bonuses and other items of extraordinary compensation. The Internal Revenue Service limits compensation that may be considered for purposes of calculating plan benefits. In 2023, this limit was $330,000. Benefits are payable in the form of actuarially-equivalent annuities, following separation from service and attainment of the normal (age 65) or early (age 55 and 10 years of service) retirement age. Early retirement benefits are subject to actuarial reduction. Mr. Exnicios also retains a previously accrued benefit under the Whitney Holding Corporation Retirement Restoration Plan, which is a nonqualified retirement plan that supplements benefits payable from the tax-qualified plan. This plan was acquired by the Company in connection with the merger with Whitney Holding Corporation and only former employees of Whitney Holding Corporation and its subsidiaries were eligible for participation. Benefits are determined as the difference between retirement benefits determined under the Whitney National Bank Retirement Plan (now merged into the Hancock Whitney Corporation Pension Plan) without regard to the applicable compensation limits and benefits actually payable from that plan taking into account all applicable limitations. Effective January 1, 2013, all benefit accruals under this plan were frozen. The following table provides information regarding our Nonqualified Deferred Compensation Plan, which provides for the deferral of compensation on a basis that is not tax-qualified.

  51. Risk Assessment of Compensation Policies and Practices

    | 2023 NONQUALIFIED DEFERRED COMPENSATION | | | | | | | Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023 ($)(1) | Aggregate Earnings in 2023 ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023 ($)(3) | | John M. Hairston | 130,829 | 398,437 | 1,472,021 | ― | 16,121,889 | | Michael M. Achary | 198,423 | ― | 518,353 | ― | 4,550,164 | | D. Shane Loper | ― | 379,184 | 1,380,979 | ― | 7,051,250 | | Joseph S. Exnicios | 418,484 | ― | 358,803 | ― | 3,743,304 | | Cecil W. Knight Jr. | 795,029 | ― | 312,043 | ― | 2,856,828 |

  52. Risk Assessment of Compensation Policies and Practices

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  53. Risk Assessment of Compensation Policies and Practices

    | Executive Benefits and Payments Upon Termination | Voluntary or Involuntary Without Cause | For Cause | CIC Only | Involuntary or For Good Reason Following CIC | Death or Disability | | John M. Hairston, President and Chief Executive Officer | | | | | | | Severance Benefit | ― | ― | ― | 8,816,474(2) | ― | | Vesting of Long Term Incentives: RSAs, RSUs, and PSUs | 2,825,122(1) | ― | ― | 8,189,932(3) | 7,745,528(4) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 36,270 | ― | | TOTAL | 2,825,122 | ― | ― | 17,042,676 | 7,745,528 | | Michael M. Achary, Chief Financial Officer | | | | | | | Severance Benefit | ― | ― | ― | 2,478,674(2) | ― | | Vesting of Long Term Incentives: RSAs, RSUs, and PSUs | 694,179(1) | ― | ― | 2,260,046(3) | 2,156,849(4) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 11,520 | ― | | TOTAL | 694,179 | ― | ― | 4,750,240 | 2,156,849 | | D. Shane Loper, Chief Operating Officer | | | | | | | Severance Benefit | ― | ― | ― | 2,946,271(2) | ― | | Vesting of Long Term Incentives: RSAs, RSUs, and PSUs | 842,456(1) | ― | ― | 2,596,552(3) | 2,474,545(4) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | 1,241,633 | 1,241,633 | 1,241,633 | | Medical Insurance | ― | ― | ― | 33,756 | ― | | TOTAL | 842,456 | ― | 1,241,633 | 6,818,212 | 3,716,178 | | Joseph S. Exnicios President, Hancock Whitney Bank | | | | | | | Severance Benefit | ― | ― | ― | 2,334,021(2) | ― | | Vesting of Long Term Incentives: RSAs, RSUs, and PSUs | 1,931,401(1) | ― | ― | 2,245,176(3) | 2,142,203(4) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 24,180 | ― | | TOTAL | 1,931,401 | ― | ― | 4,603,377 | 2,142,203 | | Cecil W. Knight Jr., Chief Banking Officer | | | | | | | Severance Benefit | ― | ― | ― | 2,319,125(2) | ― | | Vesting of Long Term Incentives: RSAs, RSUs, and PSUs | ― | ― | ― | 1,817,014(3) | 1,622,865(4) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 33,756 | ― | | TOTAL | ― | ― | ― | 4,169,895 | 1,622,865 |

  54. CEO Pay Ratio

    CEO Pay Ratio We believe executive pay must be internally consistent and equitable to motivate our associates to create shareholder value. Our CEO to median associate pay ratio is calculated in accordance with SEC requirements pursuant to Item 402(u) of Regulation S-K. We identified the median associate by examining the 2023 W-2 Box 5 Wages (Medicare Wages and Tips) for all individuals, excluding our CEO, who were employed by us on December 31, 2023, the last day of our payroll year. We included all associates, whether employed on a full-time, part-time, or on call basis. We did not make any assumptions, adjustments, or estimates with respect to W-2 Box 5 Wages, and we did not annualize the compensation for any associates that were not employed by us for all of 2023. We believe the use of W-2 Box 5 Wages for all associates is a consistently applied compensation measure. After identifying the median associate, we calculated annual total compensation for such associate using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table above. The total annual compensation of our median associate was $61,432.76. The total annual compensation of our CEO was $5,565,268. Accordingly, the ratio of CEO pay to median associate pay was approximately 91:1.

  55. Pay Versus Performance

    Pay Versus Performance Background Item 402(v) of the SEC’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of information that demonstrates the relationship between executive compensation actually paid (referred to herein as “CAP”) and the financial performance of the issuer.

  56. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($) (2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (1) | Average Summary Compensation Actually Paid to Non-CEO NEOs ($) (2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net Income (in thousands) | Adjusted EPS (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $5,565,268 | $5,097,193 | $1,950,896 | $1,839,444 | $123.90 | $115.63 | $392,602 | $5.18 | | 2022 | $6,660,310 | $8,160,975 | $2,291,358 | $2,727,056 | $120.08 | $116.10 | $524,089 | $5.98 | | 2021 | $5,938,806 | $9,101,298 | $2,210,600 | $3,127,514 | $121.57 | $124.74 | $463,215 | $5.53 | | 2020 | $3,599,933 | $932,265 | $1,529,794 | $595,913 | $80.75 | $91.29 | $(45,174) | $(0.54) |

  57. Pay Versus Performance

    (1) Non-CEO NEOs included Mr. Achary, Mr. Loper, Mr. Exnicios, and Mr. Knight for 2023, 2022, 2021, and 2020. (2) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid,” or CAP, to the CEO and Other Non-CEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO or other NEOs, respectively, during the applicable year. The table below sets forth the calculation of CAP.

  58. Pay Versus Performance

    | | CEO | | | | Average of Non-CEO NEOs | | | | | | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as Reported in the “Total” column of the SCT | $5,565,268 | $6,660,310 | $5,938,806 | $3,599,933 | $1,950,896 | $2,291,358 | $2,210,600 | $1,529,794 | | Deduction for Grant Date Fair Values of Stock Awards Granted in the Year as Reported in the “Stock Awards” column of the SCT | 2,428,302 | 2,327,705 | 2,382,878 | 1,222,404 | 647,238 | 618,057 | 711,288 | 348,644 | | Increase for fair value as of December 31 of each applicable year of all stock awards granted during that year that are outstanding and unvested as of such date | 2,032,615 | 2,618,488 | 4,434,765 | 457,144 | 553,326 | 681,623 | 1,274,104 | 130,383 | | Increase for Fair Value of Awards Granted During the Year that Vest During the Year | - | - | - | - | - | - | - | - | | Increase (Deduction) for change in fair value from December 31 of the prior year to December 31 of the applicable year of any awards granted in a prior year that are outstanding and unvested as of December 31 of the applicable year | (58,458) | 1,058,257 | 909,106 | (1,532,401) | (9,211) | 287,388 | 257,209 | (501,588) | | Increase (Deduction) for change in fair value from December 31 of the prior year to the vesting date of any awards granted in any prior year as to which all vesting conditions were satisfied during the applicable year | 63,304 | 98,425 | 174,504 | (212,153) | 22,692 | 34,633 | 69,782 | (101,537) | | Deduction for fair value as of December 31 of the prior year of any awards granted in any prior year as to which vesting conditions failed to be met during the applicable year | - | - | - | - | - | - | - | - | | Deduction for changes in the actuarial present value of accumulated pension benefits and earnings on non-qualified deferred compensation plans as reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” of the SCT | 150,460 | - | 33,171 | 213,680 | 95,777 | - | 29,156 | 166,508 | | Increase for actuarially determined service cost and prior service cost for services related to defined benefit pension plans during the applicable year | 73,225 | 53,200 | 60,166 | 55,827 | 64,756 | 50,110 | 56,263 | 54,013 | | Compensation Actually Paid | 5,097,193 | 8,160,975 | 9,101,298 | 932,265 | 1,839,444 | 2,727,056 | 3,127,514 | 595,913 |

  59. Pay Versus Performance

    (i) No amounts were added to reflect dividends or other earnings paid on stock awards because accrued dividends are included in the stock award fair value calculations and therefore are included in total compensation for such year. For purposes of the foregoing, the fair value of the stock awards at all applicable dates was calculated using the same methodology (including applicable assumptions) as used to account for share-based payments in the Company’s financial statements. The assumptions used in calculating the fair value of awards at the applicable dates did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year, except that (i) the fair value calculations of the PSUs subject to the EPS metric which were granted February 17, 2023, assumed a payout at 58% as of December 31, 2023, and the PSUs subject to the EPS metric which were granted February 18, 2022, assumed a payout at 122% as of December 31, 2023 and 165% as of December 31, 2022, respectively, and the PSUs subject to the EPS metric which were granted February 15, 2021, assumed a payout at 200% as of December 31, 2023, 2022 and 2021, respectively, the PSUs subject to the EPS metric which were granted January 2, 2020 assumed a payout at 0% as of December 31, 2022, 2021, and 2020, respectively, the PSUs subject to the EPS metric which were granted January 2, 2018 assumed a payout of 0% as of December 31, 2021 and 2020, respectively, and the PSUs subject to the EPS metric which were granted January 2, 2017 assumed a payout at 131% as of December 31, 2020, which was the probable outcome of the applicable performance conditions as of December 31, 2023, 2022, 2021 and 2020, respectively, compared to the grant date fair value calculations of such PSUs, which assumed a payout at target; (ii) the share price used to determine fair value as of December 31, 2023, 2022, 2021 and 2020 differed, in some cases materially, from the share price used to determine the grant date fair values; and (iii) for awards subject to the TSR metric, the assumptions used in the Monte Carlo calculation to determine the fair value as of December 31, 2023, 2022, 2021 and 2020 differed, in some cases materially, from the assumptions used in the Monte Carlo calculation used to determine the grant date fair values. For a discussion of the assumptions used to estimate the fair value of stock awards, please refer to the following sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation,” and “Stock-Based Compensation” in Note 18 to the Consolidated Financial Statements. We selected the KBW Regional Banking Index (referred to herein as the “Regional Banking Index”) as our peer group for purposes of this disclosure, which index is comprised of approximately 50 companies categorized as primarily engaged in U.S. regional banking activities. The Regional Banking Index also is the same performance peer group selected by the Compensation Committee for determining the achievement of TSR targets for PSUs. See “Compensation Discussion and Analysis—Elements of Our Compensation” for additional information. (5) Adjusted EPS is a non-GAAP financial measure. See “Appendix A—Reconciliation of Non-GAAP Financial Measures” for additional information. Relationship between Compensation Paid and Company Performance Total Shareholder Return The graph below presents, for the cumulative period from January 1, 2020 – December 31, 2023, the relationship between the CAP to our CEO and the average CAP to our other NEOs and each of Company’s TSR and the TSR of the Regional Banking Index. As demonstrated by the graph above, CAP to our CEO and the average CAP to our other NEOs is aligned with Company’s TSR as well as the TSR of the Regional Banking Index. Company’s TSR increased by 23.90% over the reporting period (50.54% in 2021, -1.23% in 2022, and 3.18% in 2023), outperforming the Regional Banking Index by 8.26% over the reporting period (13.90% in 2021, 5.70% in 2022, and 3.58% in 2023). During the reporting period, CAP to the CEO increased 447% in the aggregate, and average CAP to the other NEOs increased 209% in the aggregate. CAP to the CEO and to the other NEOs was highest among the reporting periods when Company achieved its highest year-end closing stock price in 2021, reflecting the high proportion of variable pay at risk for the CEO and the other NEOs. Conversely, CAP to the CEO and the other NEOs was lowest in 2020 due to the challenging market conditions and financial performance reflected in Company's lower closing stock price in 2020. 50% of the PSUs awarded in 2020, 2021, and 2022 vest based on the Company’s relative TSR performance. See “Compensation Discussion & Analysis—Elements of Our Compensation” for additional information. Net Income The graph below presents, for each of the years ended December 31, 2023, 2022, 2021 and 2020, the relationship between the CAP to our CEO and the average CAP to our other NEOs and the Company’s net income. As demonstrated by the graph above, CAP to our CEO and to the other NEOs is aligned with Company’s Net Income. Net Income increased by 969% over the reporting period (1,125% in 2021, 13% in 2022, and -25% in 2023). During the reporting period, CAP to the CEO increased 447% in the aggregate, and average CAP to the other NEOs increased 209% in the aggregate. The Compensation Committee did not use net income as a distinct metric for purposes of determining or paying compensation during 2023, 2022, 2021 or 2020. Adjusted EPS The graph below presents, for each of the years ended December 31, 2023, 2022, 2021 and 2020, the relationship between the CAP to our CEO and the average CAP to our other NEOs and the Company’s Adjusted EPS. As demonstrated by the graph above, CAP to our CEO and to the other NEOs is aligned with Company’s Adjusted EPS. Adjusted EPS increased by 1,059% over the reporting period (1,124% in 2021 and 8% in 2022). During the reporting period, CAP to the CEO increased 447% in the aggregate, and average CAP to the other NEOs increased 209% in the aggregate. For 2023, 2022, 2021 and 2020, 50% of the annual cash incentive and 50% of the PSUs awarded were dependent on achievement of Adjusted EPS goals. See “Compensation Discussion & Analysis—Elements of Our Compensation” for additional information. List of Most Important Financial Measures The following table lists the most important financial performance measures used in 2023 to link CAP to our CEO and our other NEOs to Company’s performance. The financial performance measures and the non-financial performance measure are not ranked in order of importance. See “Compensation Discussion & Analysis—2023 Compensation Structure and Design” for applicable definitions of each metric and a discussion of the application of these measures in determining the compensation of our CEO and our other NEOs.

  60. Pay Versus Performance

    | Performance Metric | Financial or Non-Financial | | Adjusted EPS | Financial | | Relative TSR (1) | Financial | | Adjusted Pre Provision Net Revenue | Financial | | Commercial Criticized Loans to Total Commercial Loans | Financial | | Non-Performing Loans to Total Loans | Financial |

  61. Pay Versus Performance

    Relative TSR for compensation purposes is calculated using the same peer group described above under “Pay Versus Performance Table.” See “Compensation Discussion and Analysis—Elements of Our Compensation” for additional information.

  62. Pay Versus Performance

    | PROPOSAL NO. 2 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS |

  63. Pay Versus Performance

    Pursuant to Section 14A of the Securities Exchange Act, as amended, we are seeking shareholder approval, on an advisory basis, of the compensation of our NEOs as disclosed in this proxy statement pursuant to SEC rules (the say-on-pay proposal). In your consideration of how to vote on this proposal, we encourage you to review all of the relevant information in this proxy statement – our Compensation Discussion and Analysis (including its executive summary), the compensation tables, and the accompanying narrative disclosures and footnotes regarding our executive compensation program. Shareholders are asked to vote, on an advisory basis, to approve the following resolution: RESOLVED, that the compensation paid to the named executive officers as disclosed in the proxy statement for the Company’s 2024 annual meeting of shareholders pursuant to Item 402 of Regulation S-K of the rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED. We understand that executive compensation is an important matter for our shareholders. Our core executive compensation philosophy and practice continue to be based on pay for performance, and we believe that our compensation program is strongly aligned with the long-term interests of our shareholders. While this say-on-pay proposal is advisory only and the voting results are not binding, our Compensation Committee and Board will consider the outcome of the vote when making future compensation decisions for our named executive officers. We invite shareholders who wish to communicate with our Board on executive compensation or any other matters to contact us as provided under “Shareholder Communications” below. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.

  64. Pay Versus Performance

    | TRANSACTIONS WITH RELATED PERSONS |

  65. Pay Versus Performance

    The Company, through the Bank, has made, and expects to make in the future, loans in the ordinary course of business to insiders of the Company and the Bank, and their related interests. The Bank has made such loans on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the Company. At the time made, no such loans involved more than the normal risk of repayment or presented other unfavorable features that require disclosure in the proxy statement. Our Corporate Governance Guidelines require that we review all transactions that may be required to be disclosed pursuant to Item 404 of SEC Regulation S-K (Related Party Transactions) for potential conflicts of interest. Generally, the Audit Committee will be responsible for reviewing and approving all Related Party Transactions. The Company provides limited brokerage services and investment advisory services and provides access to annuities and insurance products through its subsidiary Hancock Whitney Investment Services, Inc. (HWIS). It conducts virtually all of its other business activities through the Bank, or through the Bank’s subsidiaries, and those business activities primarily consist of offering deposit accounts, making loans, and engaging in trust business. While Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits a public company from extending or renewing credit or arranging the extension or renewal of credit to an officer or director, this prohibition does not apply to loans that are subject to the insider lending restrictions of the Federal Reserve Board’s Regulation O. Accordingly, we permit our directors and executive officers, their family members and their related interests, to establish and maintain banking and business relationships in the ordinary course of business with the Bank and HWIS, subject to the restrictions of Regulation O. With respect to lending activities, the Bank has a special written policy governing affiliate and insider lending transactions. In order to promote compliance with applicable laws, regulations and rules pertaining to insider lending transactions discussed above, the Company has appointed an officer (the Regulation O Monitoring Officer) to assist Bank associates in identifying and reviewing pertinent transactions with identified insiders. The Regulation O Monitoring Officer annually receives lists of all directors and executive officers of the Company and the Bank from our Corporate Secretary, as well as a list of our principal shareholders, if any. The information collected from directors and designated executive officers includes the names of these individuals and their family members, as well as the names of their related interests. This information is compiled based on questionnaires our directors and designated executive officers submit to the Corporate Secretary. Information available from public databases and the Bank’s records supplement the data. The Bank’s Regulation O Monitoring Officer directly compiles information regarding other insiders designated by the Board of Directors as subject to Regulation O, their family members and related interests. The Bank’s officers managing proposed extensions of credit to insiders are responsible for confirming that the proposed extensions of credit comply with the Bank’s policies on insider transactions. The Regulation O Monitoring Officer will promptly notify our Corporate Secretary in the event the Regulation O Monitoring Officer detects an extension of credit to an insider that appears to violate the policy. The Corporate Secretary follows procedures to help us determine at the end of each year whether any insider relationship or transaction has occurred that must be disclosed pursuant to the SEC’s rules regarding Related Party Transactions or that might impair a non-employee director’s independence under SEC rules or NASDAQ listing rules. These procedures include annual director and executive officer questionnaires, a survey of client databases of the Company and its subsidiaries, as well as a review of other records, including accounts payable, payroll and real estate transaction records. The Corporate Secretary reports any insider transactions so discovered to the Audit Committee for review, approval or ratification and reports other matters that would disqualify a non-employee director from meeting NASDAQ or SEC independence requirements to the Board. To further raise awareness regarding, and to ensure the proper handling of, insider transactions, we have adopted various codes of conduct, including the Code of Business Ethics for Officers and Associates, the Code of Ethics for Financial Officers, and the Code of Ethics for Directors. These codes, which are available on the Governance Documents page of the Investor Relations website at investors.hancockwhitney.com, promote the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and encourage covered persons to seek advice to avoid conflicts of interest. Associates are also prohibited from handling any client relationship involving themselves, their relatives or affiliated businesses. Our Audit Committee is responsible for applying and interpreting the codes pertaining to senior financial officers, executive officers and directors, and shall report any violations to the Board for further action.

  66. Pay Versus Performance

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  67. Pay Versus Performance

    Pre-Approval Policies and Procedures The Company’s Audit Committee selected PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for 2023. As part of its role in overseeing the independent registered public accounting firm, the Audit Committee has adopted policies and procedures to pre-approve all audit and permissible non-audit services performed by the independent registered public accounting firm. The policy requires that on an annual basis the Audit Committee pre-approve the general engagement of the independent registered public accounting firm to provide defined audit, audit-related and possible tax services within pre-approved fee levels. Unless otherwise provided, such pre-approvals shall remain in effect for 12 months. The Audit Committee may revise the list of generally pre-approved services from time to time. The Audit Committee may also grant general pre-approval for other permissible non-audit services classified as all other services, provided that such services would not impair the independent registered public accounting firm’s independence. Pre-approval may be granted by action of the full Audit Committee or, in the absence of such action, the Audit Committee Chair or the Audit Committee Chair's designee may pre-approve individual engagements up to a limit of $100,000. Any pre-approval granted by less than the full Audit Committee must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee will consult the SEC’s rules and relevant guidance in applying this policy. During 2023, the Audit Committee pre-approved all services provided by PwC. Fees and Related Disclosures for Accounting Services The Audit Committee pre-approved all professional services provided by PwC and the related fees in 2023 and 2022. The following table discloses the fees for professional services provided by PwC in each of the last two fiscal years to the Company and its subsidiaries:

  68. Pay Versus Performance

    | | 2023 | 2022 | | Audit Fees(1) | $2,195,800 | $1,994,112 | | Audit-Related Fees (2) | 58,000 | 58,000 | | Tax Fees (3) | - | - | | All Other Fees (4) | 1,000 | 963 | | Total | $2,254,800 | $2,053,075 |

  69. Pay Versus Performance

    (1) Relates to services rendered in connection with the audits of the consolidated financial statements of the Company, reviews of the quarterly consolidated financial statements of the Company, the audit of the design and operating effectiveness of internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the Federal Deposit Insurance Corporation Improvement Act, and audits of the Company subsidiaries. (2) Relates to services rendered in connection with assurance services for compliance reporting, registration statements and comfort letters. (3) No tax fees were incurred during 2023 or 2022. Relates to permissible advisory services.

  70. Pay Versus Performance

    | AUDIT COMMITTEE REPORT |

  71. Pay Versus Performance

    The Audit Committee assists the Board in monitoring the Company’s accounting and financial reporting processes and has a key role in the oversight and supervision of PricewaterhouseCoopers LLP (PwC), the Company’s independent registered public accounting firm. The Audit Committee’s role includes sole authority to: (1) appoint or replace the Company’s independent registered public accounting firm; (2) pre-approve all audit or permissible non-audit services that the Company’s independent registered public accounting firm performs on behalf of the Company; and (3) approve compensation related to all auditing services and any permissible non-audit services. The Audit Committee monitors management’s evaluation of the effectiveness of internal control over financial reporting and retains and monitors the activities of PwC. The Audit Committee also oversees the Company’s procedures for the receipt, retention and treatment of complaints the Company receives regarding accounting, internal accounting controls or auditing matters. For greater detail regarding the functions and responsibilities of the Audit Committee, please refer to the Audit Committee Charter, which is available on the Company’s Investor Relations website at investors.hancockwhitney.com under Corporate Overview – Committee Charting. The Audit Committee reviews and reassesses the adequacy of the Audit Committee charter on an annual basis. The Audit Committee is in compliance with the Audit Committee Charter. Management has the primary responsibility for the financial statements and reporting processes, including the system of internal control over financial reporting. In fulfilling its oversight responsibilities for 2023, the Audit Committee reviewed and discussed with management the audited financial statements as of and for the year ended December 31, 2023. Management has represented to the Audit Committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Audit Committee reviewed the audited financial statements with the independent registered public accounting firm who is responsible for expressing an opinion on the conformity of those statements with GAAP and discussed with the independent registered public accounting firm the matters required to be communicated by the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit Committee has also received the written disclosures and letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm their independence and considered the compatibility of non-audit services with the independent registered public accounting firm’s independence. The Audit Committee discussed with the Company’s internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and the independent registered public accounting firm to discuss the results of audits, evaluations of the Company’s system of internal control over financial reporting, and the overall quality of the Company’s financial reporting. Both the internal auditors and the independent registered public accounting firm have unrestricted access to the Audit Committee. The Audit Committee held three executive sessions with its independent accountants in 2023 and held two executive sessions with the Chief Internal Auditor in 2023. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2023 be included in the Annual Report on Form 10-K for filing with the SEC. The Audit Committee has selected PwC as the Company’s independent registered public accounting firm for 2024, subject to ratification by a majority of the shares represented at the annual meeting. Audit Committee of the Board of Directors, Christine L. Pickering, Chair Sonya C. Little, Vice Chair Hardy B. Fowler Jerry L. Levens

  72. Pay Versus Performance

    | PROPOSAL NO. 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  73. Pay Versus Performance

    The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s consolidated financial statements and to attest to the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and until their successors are selected. PwC has served continuously as the Company’s auditor since 2009. PwC is a registered public accounting firm with the PCAOB, as required by the Sarbanes-Oxley Act of 2002 and the rules of the PCAOB. The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent auditor. In addition, the Audit Committee recognizes that restrictions exist as to the hiring of any current or former partner, principal, shareholder or professional employee of its independent auditor and has reasonable measures in place to ensure any such potential candidates are reviewed prior to hiring for compliance with such restrictions. The Audit Committee also requires the lead PwC partner assigned to the Company’s audit to be rotated at least every five years. The Audit Committee and its chairperson are directly involved in the selection of the new lead partner. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent auditor and determines whether to re-engage the current independent auditor for the following year. In doing so, the Audit Committee considers, among other things: (i) external data relating to audit quality and performance, including recent PCAOB reports on PwC and its peer firms; (ii) PwC’s tenure as our independent auditor and its familiarity with our operations and business, accounting policies and practices and internal control over financial reporting; (iii) the quality and efficiency of the services provided by the auditors, the auditors’ capabilities and expertise; (iv) whether the firm or any of its partners has any direct or any material indirect financial interest in the securities of the Company or any of its subsidiaries, except as auditors and consultants on accounting procedures and tax matters; and (v) PwC’s independence. Based on this evaluation, the members of the Audit Committee and the Company’s Board believe that the continued retention of PwC in 2024 is in the best interests of the Company and its shareholders. The Board anticipates that representatives of PwC will be in attendance at the annual meeting and will be available to respond to questions. Although not required to do so, the Company’s Board has chosen to submit its selection of PwC for ratification by the Company’s shareholders. It is the intention of the persons named in the proxy to vote such proxy FOR the ratification of this selection. If this proposal does not pass, the Audit Committee will reconsider the selection. The proposal will be ratified if the votes cast favoring the appointment exceed the votes cast opposing it. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

  74. Pay Versus Performance

    | SHAREHOLDER COMMUNICATIONS |

  75. Pay Versus Performance

    The Board provides a process for shareholders to send communications to the Board or to individual directors. Information regarding this process is set out in the Corporate Governance Guidelines, which are available to shareholders on the Governance Documents page of the Investor Relations section of our website at investors.hancockwhitney.com.

  76. Pay Versus Performance

    | OTHER MATTERS |

  77. Pay Versus Performance

    We do not know of any matters to be presented at our 2024 annual meeting other than those set forth in the accompanying notice. However, if any other matters properly come before the annual meeting or any adjournments or postponements thereof, the proxy holders will vote or abstain from voting thereon in accordance with their best judgment.

  78. Pay Versus Performance

    | SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING |

  79. Pay Versus Performance

    SEC Rule 14a-8 If you are a shareholder who would like us to include your proposal in our notice of the 2025 annual meeting and related proxy materials, you must follow SEC Rule 14a-8. In submitting your proposal, our Corporate Secretary must receive your proposal, in writing, at our principal executive offices, no later than November 12, 2024. If you do not follow Rule 14a-8, we will not consider your proposal for inclusion in next year’s proxy statement. Advance notice procedures Under our Bylaws, a shareholder who wishes to nominate an individual for election to the Board of Directors directly at an annual meeting, or to propose any business to be considered at an annual meeting, must deliver advance notice of such nomination or business to the Company. The shareholder must be a shareholder as of the date the notice is delivered and at the time of the annual meeting and must be entitled to vote at the meeting. The notice must be in writing and contain the information specified in our Bylaws for a director nomination or other business as well as the information required by Rule 14a-19 under the Exchange Act if applicable. Director nominations must also include the related questionnaire and agreement specified in our Bylaws. If you would like to receive a printed copy of our Bylaws at no cost you may request these by contacting Ms. Joy Lambert Phillips, Corporate Secretary, Hancock Whitney Corporation, Hancock Whitney Plaza, 2510 14th Street, Suite 610, Gulfport, MS 39501 or at P.O. Box 4019, Gulfport, MS 39502. Based on this year’s annual meeting date, to be timely, the written notice must be delivered not earlier than December 25, 2024 (the 120th day prior to the first anniversary of this year’s annual meeting) and not later than January 24, 2025 (the 90th day prior to the first anniversary of this year’s annual meeting) to the Corporate Secretary at our principal executive offices by mail or overnight delivery service. These advance notice procedures are separate from the procedures you must follow to submit a director nominee for consideration by the Corporate Governance Committee for recommendation to the Board for election as described under Board of Directors and Corporate Governance — Board Committees — Corporate Governance and Nominating Committee – Identification of New Directors and from the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in our proxy statement pursuant to SEC Rule 14a-8 referred to above. The proxies we appoint for the 2024 annual meeting may exercise their discretionary authority to vote on any shareholder proposal timely received and presented at the meeting. Our proxy statement must advise shareholders of the proposal and how our proxies intend to vote. A shareholder may mail a separate proxy statement to our shareholders, and satisfy certain other requirements, to remove discretionary voting authority from our proxies. At the annual meeting, the Chairperson or other officer presiding will determine whether any nomination or other business proposed to be brought before the annual meeting was made or proposed in accordance with our Bylaws and shall have the authority to declare that a defective proposal or nomination be disregarded. Please direct any questions about the requirements or notices in this section by writing to Ms. Joy Lambert Phillips, Corporate Secretary, Hancock Whitney Corporation, Hancock Whitney Plaza, 2510 14th Street, Suite 610, Gulfport, MS 39501 or at P.O. Box 4019, Gulfport, MS 39502. By Order of the Board of Directors.

  80. Pay Versus Performance

    | | | | Jerry L. Levens | John M. Hairston | | Chairman of the Board | President and CEO | | Dated: March 12, 2024 | |

  81. Pay Versus Performance

    | APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |

  82. Pay Versus Performance

    Adjusted Pre-Provision Net Revenue, Adjusted Earnings and Earnings per diluted share (Adjusted EPS), Adjusted Revenue, Adjusted Noninterest Expense, and Efficiency Ratio are non-GAAP financial measures that exclude certain income or expense items highlighted as supplemental disclosures. Supplemental disclosure items are certain significant items that are outside of our principal business and/or those that are not indicative of forward-looking trends. Adjusted Pre-Provision Net Revenue and Adjusted Revenue are also presented on a taxable equivalent (te) basis to adjust for the tax-favored status of net interest income from certain loans and investments using the statutory federal tax rate; a preferred industry method that enhances comparability of income arising from taxable and tax-free sources. Adjusted Pre-Provision Net Revenue is defined as net income, plus provision for credit loss, plus income tax expense, plus taxable equivalent adjustment, net of supplemental disclosure items, if applicable. Adjusted Earnings are defined as net income excluding impact of the supplemental disclosure items net of income tax using the statutory federal tax rate, if applicable. Adjusted Earnings per Share is defined as adjusted earnings expressed as an amount available to each common shareholder on a diluted basis. We define Adjusted Revenue as net interest income (te) and noninterest income less supplemental disclosure items. We define Adjusted Noninterest Expense as noninterest expense less supplemental disclosure items. We define our Efficiency Ratio as noninterest expense to total net interest income (te) and noninterest income, excluding amortization of purchased intangibles and supplemental disclosure items, if applicable. Management believes these are useful financial measures because they enable investors and others to gain a better understanding of the Company’s performance period over period, as well as measure management’s success in executing its strategic initiatives. Adjusted pre-provision net revenue is also a useful financial measure to assess the Company’s ability to generate capital to cover credit losses through a credit cycle. A reconciliation of these measures to GAAP measures is presented in the tables below: Table 1. Adjusted and Pre-Provision Net Revenue (Adjusted Leverage) – Years Ended December 31, 2023 and 2022

  83. Pay Versus Performance

    | | Years Ended December 31, | | | (In thousands) | 2023 | 2022 | | Net interest income (GAAP) | $392,602 | $524,089 | | Provision for credit loss | 59,103 | (28,399) | | Income tax expense | 97,526 | 135,107 | | Pre-provision net revenue | 549,231 | 630,797 | | Taxable equivalent adjustment (te) | 11,107 | 10,348 | | Pre-provision net revenue (te) | 560,338 | 641,145 | | Supplemental disclosure items | | | | Loss on securities portfolio restructure | 65,380 | ― | | Gain on sale of parking facility | (16,126) | ― | | FDIC special assessment | 26,123 | ― | | Adjusted pre-provision net revenue (te) | $635,715 | $641,145 |

  84. Pay Versus Performance

    Table 2. Adjusted Earnings and Adjusted Earnings per diluted share – Years Ended December 31, 2023 and 2022

  85. Pay Versus Performance

    | (In thousands, except per share) | Earnings | EPS | | Year Ended December 31, 2023 | | | | Net income | $392,602 | $4.50 | | Supplemental disclosure items, after tax | 59,548 | 0.68 | | Adjusted earnings and Adjusted EPS | $452,150 | $5.18 | | Year Ended December 31, 2022 | | | | Net income | $524,089 | $5.98 | | Supplemental disclosure items, after tax | ― | ― | | Adjusted earnings and Adjusted EPS | $524,089 | $5.98 |

  86. Pay Versus Performance

    Table 3. Adjusted Revenue, Adjusted Noninterest Expense and Efficiency Ratio – Years Ended December 31, 2023 and 2022

  87. Pay Versus Performance

    | | Years Ended December 31, | | | (In thousands) | 2023 | 2022 | | Net interest income | $1,097,599 | $1,050,003 | | Noninterest income | 288,480 | 331,486 | | Total GAAP revenue | 1,386,079 | 1,381,489 | | Taxable equivalent adjustment (o) | 11,107 | 10,348 | | Total revenue (TE) | 1,397,186 | 1,391,837 | | Adjustments from supplemental disclosures | | | | Gain on sale of parking facility | (16,126) | ― | | Loss on securities portfolio restructure | 65,380 | ― | | Adjusted revenue (TE) | $1,446,440 | $1,391,837 | | GAAP Noninterest expense | $836,848 | $750,692 | | Amortization of Intangibles | (11,556) | (14,033) | | Adjustments from supplemental disclosures | | | | FDIC special assessment | (26,123) | ― | | Adjusted noninterest expense | $799,169 | $736,659 | | Efficiency | 55.25% | 52.93% |

  88. Pay Versus Performance

    Logo INVESTOR RELATIONS P.O. BOX 61260 NEW ORLEANS, LA 70161 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 26, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/HWC2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow below and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 26, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D70597-P66082 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. HANCOCK WHITNEY CORPORATION The Board of Directors recommends you vote FOR the following: For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the withheld nominee(s) on the line below. 1. Election of Directors Nominees: 01) Hardy B. Fowler 02) Randall W. Hanna 03) H. Merritt Lane, III 04) Sonya C. Little 05) Sonia A. Pérez The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain 2. To approve, on an advisory basis, the compensation of our named executive officers. 3. To approve an amendment to the Hancock Whitney Corporation 2020 Long Term Incentive Plan to increase the number of shares available by 1,400,000. 4. To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2022. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D70598-P66082 HANCOCK WHITNEY CORPORATION PROXY FOR 2022 ANNUAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of Hancock Whitney Corporation does hereby nominate, constitute, and appoint Michael M. Achary and D. Shane Loper, and each of them jointly and several ly, as proxies (with full power of substitution), and hereby authorizes them to vote upon all matters that may properly come before the meeting including the matters described in the Proxy Statement furnished herewith, subject to any directions indicated on the reverse side, with full power to vote all shares of common stock of Hancock Whitney Corporation, that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held at 10:30 A.M. Central Time, April 27, 2022 at www.virtualshareholdermeeting.com/HWC2022 or any adjournments or postponements thereof. IF NO DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE AS RECOMMENDED BY THE BOARD OF DIRECTORS FOR PROPOSAL 1, PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4, AND AS THE PROXIES DECIDE ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING. Continued and to be signed on reverse side