DEF 14A of Hancock Whitney Corp
Filed Mar 11, 2025 · FY20240000950170-25-036849
Composition Highlights
Composition Highlights As a whole, our Board has a wide range of skills and expertise including those listed in the director biographies below, and is comprised of five women and ten men, two individuals who self-identify as African American and one individual who self-identifies as Latina. In addition, our non-incumbent director nominee self-identifies as African American. This year’s nominees demonstrate the following areas of skill and expertise, among others.1
Composition Highlights
| - Federal and state government regulation - Knowledge of Gulf Coast markets - Mergers and acquisitions - Risk management - Strategic planning - Corporate governance - Regulated utility industry experience - Bank regulation | - Business operations management - Public company leadership - Technology and digital product delivery - Management of national and international business operations - Executive leadership - Cybersecurity and financial crimes experience - Accounting and audit expertise |
Composition Highlights
These areas of skill and expertise are in addition to the qualifications, qualities and skills we look for in all of our directors, as described under the heading “Board of Directors and Corporate Governance – Corporate Governance and Nominating Committee” on page 30 of this proxy statement, all of which are more fully described in the nominees' respective biographies below. The Corporate Governance Committee regularly assesses the composition of the Board and the qualifications and skills of each director. In recommending candidates for nomination, the Corporate Governance Committee takes into consideration a number of factors, including the expertise, qualifications, qualities and skills described above. The Corporate Governance Committee and the Board believe that each nominee is well qualified to be a Hancock Whitney director. THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL SIX DIRECTOR NOMINEES. _______________________ [1] On a self-reported basis.
Composition Highlights
| INFORMATION ABOUT OUR DIRECTORS |
Composition Highlights
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 2028
Composition Highlights
| | Moses H. Feagin Sr. Age: 60 Director since 2024 Independent | Position Executive Vice President, Treasurer and Chief Financial Officer, Alabama Power Committee Membership Audit │ Board Risk | | Background Mr. Feagin serves as Alabama Power’s (a subsidiary of Southern Company (NYSE: SO)) executive vice president, treasurer and chief financial officer, where he oversees the Finance, Accounting and Treasury departments, as well as Regulatory Affairs. He brings more than 35 years of experience to the role. Previously, he served as senior vice president, treasurer, chief financial officer and chief diversity officer for Mississippi Power. Mr. Feagin began his Southern Company career at Alabama Power in 1987 as a junior accountant. He moved through positions of increasing responsibility and leadership, and by 1999, he was Alabama Power’s Accounting Operations manager. In 2000, Feagin moved to Southern Company Services as Generation Accounting manager, where he led the effort to establish the accounting and budget organization for Southern Power Company. He was elected comptroller of Mississippi Power in 2005 and vice president and comptroller of Alabama Power in 2008. A native of Montgomery, Alabama, he holds a bachelor’s degree in accounting from the University of Alabama. Mr. Feagin, a Certified Management Accountant, completed the Executive Finance and Accounting Program at the Wharton School at the University of Pennsylvania. Expertise Highlights Accounting and audit expertise; audit committee financial expert Regulated utility industry experience Executive leadership Knowledge of Alabama, Florida and Mississippi markets Risk management Mr. Feagin’s community ties in markets served by the Company, his finance and accounting experience with fluency in Generally Accepted Accounting Principles, risk management experience, and knowledge of our Company and Bank operations make him well qualified to serve as a director of our Company. Community Service Highlights Mr. Feagin has served on nonprofit boards local to the broader community Hancock Whitney serves, including the Gulf Coast Community Foundation and United Way. He has also served on the advisory board for the Gulf Coast Restoration Council, is a graduate of Leadership Birmingham and Leadership Gulf Coast; is a member of the University of Alabama Alumni Association; and is a member of the Institute of Management of Accountants and 100 Black Men of America. | | |
Composition Highlights
| | Randall W. Hanna Age: 66 Director since 2009 Independent | Position Dean of Florida State University Panama City and Florida State University College of Applied Studies Committee Membership Board Risk │ Executive | | Background Mr. Hanna has served as Dean of Florida State University Panama City and Florida State University College of Applied Studies 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 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, make him well qualified to serve as a 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 County Chamber of Commerce and Alignment Bay County, both nonprofit organizations. | | |
Composition Highlights
| | H. Merritt Lane, III Age: 63 Director since 2021 Independent | Position Chairman, President and Chief Executive Officer of Canal Barge Company, Inc. Committee Membership Board Risk │ Compensation | | 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 served 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 well qualified to serve as a 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 National World War II Museum, the Nature Conservancy of Louisiana and the Water Institute of the Gulf, among others. Mr. Lane has received numerous honors for his civic and business leadership. | | |
Composition Highlights
| | Sonya C. Little Age: 59 Director since 2016 Independent | Position Former Executive Vice President and Chief Administrative Officer of Strategic Property Partners Committee Membership Audit (Vice Chair)│ Corporate Governance | | Background Ms. Little served as the Executive Vice President and Chief Administrative Officer of Strategic Property Partners, a full-service commercial real estate development firm, from 2019 to 2024. In this role, she was responsible for overseeing corporate operations, which included financial reporting, accounting, risk management, human resources, information technology, and governmental affairs. From 2011 to 2019, Ms. Little was the Chief Financial Officer for the City of Tampa, where she was responsible for the city’s comprehensive financial strategy, annual operating budget exceeding $1.2 billion, credit ratings, and debt portfolio. Prior to her role as CFO, she was a Managing Director with Public Resources Advisory Group and an investment banker with RBC Capital Markets (formerly William R. Hough & Co.) for over 14 years. Additionally, she held financial positions with the State of Florida’s Division of Bond Finance, Barnett Bank, and Florida National Bank. Currently, Ms. Little serves on The Mosaic Company (NYSE: MOS) Board of Directors, where she is a member of the Audit Committee, and Turner Construction Board of Directors, a privately held company. She previously served on the Municipal Securities Rulemaking Board (MSRB) as a Task Force Member and Subject Matter Expert, helping to develop an educational curriculum for municipal bond issuers. Additionally, she was on the State of Florida Partnership for Public Facilities and Infrastructure Act Task Force, advising on legislative guidelines for public-private partnerships. She holds a Bachelor of Science in Business from the University of South Florida and has also held 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, operations, risk management, and regulatory matters make her well qualified to serve as a director of our Company. Community Service Highlights Ms. Little has served on the boards of numerous nonprofit and governmental organizations, including the Tampa General Employees’ Retirement Fund, BayCare Health System Board Clinical Excellence Committee, Zoo Tampa, and Tampa Museum of Art. | | |
Composition Highlights
| | Sonia A. Pérez Age: 68 Director since 2021 Independent | Position Former President, 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. During her career, Ms. Pérez has served in various organizational leadership roles and has developed a well-respected reputation for 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 Technology infrastructure Government regulation Ms. Pérez’ experience as a director of a public company, commitment to public service, and leadership in and professional experience working with communities in our Texas and Louisiana markets make her well qualified to serve as a 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. | | |
Composition Highlights
| | Albert J. Williams Age: 56 2025 Nominee Independent | Position Vice President and Senior Advisor Corporate Affairs, Chevron Corporation Committee Membership Board Risk (effective after election) | | Background Mr. Williams has served at Chevron Corporation for more than 30 years in various capacities, most recently as corporate officer and Vice President of Corporate Affairs from March 2021 through February 2025. In this role, he oversaw government affairs, public affairs, reputation, and social investment performance. Previously, Mr. Williams served as Managing Director of Chevron Australia with responsibility for Chevron’s interests and activities in Australia and New Zealand from 2019 to 2021, a position in which he had oversight of Chevron’s financial and operational investment and performance, along with government, partner, and community relations. Mr. Williams also served in several other key U.S. and international positions, including as President, Chevron Pipeline Company; Vice President, Chevron Indonesia Heavy Oil Operations; Asset Manager, Chevron Thailand; and General Manager Finance, Chevron Africa and Latin America Exploration and Production Company. After joining Chevron in 1991, Mr. Williams served as an engineer in New Orleans, Louisiana, later as a Finance Manager for Chevron’s Pascagoula, Mississippi refinery, and also held various roles in the Houston, Texas area during his tenure. Mr. Williams holds a Bachelor of Science degree in electrical engineering from the Mississippi State University and a master’s degree in business administration from Tulane University, New Orleans, Louisiana. Expertise Highlights Management of international business operations Energy industry experience Environmental risk assessment Executive leadership and executive compensation Commercial and industrial experience Mr. Williams is a seasoned executive leader with deep global and national experience in finance, operations, strategy and corporate affairs. While his career experience has been notably international, he also brings a depth of knowledge of the Gulf Coast market. His extensive leadership experience both domestically and internationally make him well qualified to serve as a director of our Company. Community Service Highlights Mr. Williams serves on the Board of Directors for the United States Energy Association, the Board of Advisors for University of Southern California Viterbi School of Engineering, the Mississippi State University Bagley College of Engineering Advisory Board, and the Board Executive Committee of the Atlantic Council. He previously served on the Mississippi State University Foundation Board. | | |
Composition Highlights
Incumbent Directors with Terms Expiring in 2026
Composition Highlights
| | Frank E. Bertucci Age: 68 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) │ 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. | | |
Composition Highlights
| | Constantine S. Liollio Age: 66 Director since 2016 Independent | Position Senior Vice President, Special Projects of Plains All American Committee Membership Compensation (Vice Chair) │ Corporate Governance │ Executive | | Background Mr. Liollio served as President of Plains Midstream Canada ULC (PMC) from February 2020 to June 2024. 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. | | |
Composition Highlights
| | Thomas H. Olinde Age: 69 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 (Chair) │ Executive | | 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 interest 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 and other organizations, including recently being elected to the Board of the Pennington Biomedical Research Center in Baton Rouge, Louisiana. 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. | | |
Composition Highlights
| | Joan C. Teofilo Age: 61 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 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, extensive knowledge of the southeastern market, and 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 Association of Women in Energy, a nonprofit organization. | | |
Composition Highlights
| | C. Richard Wilkins Age: 61 Director since 2016 Independent | Position Sole Member C. Richard Wilkins, Attorney At Law, PLLC Committee Membership Board Risk | | Background Mr. Wilkins began practicing law in 1990 with the law firm of Vickers, Riis, Murray and Curran, L.L.C. (Vickers Riis) 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. | | |
Composition Highlights
Incumbent Directors with Terms Expiring in 2027
Composition Highlights
| | John M. Hairston Age: 61 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 served on the Board of Directors and was a faculty member of the Graduate School of Banking at Louisiana State University 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 an effective 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. | | |
Composition Highlights
| | Suzette K. Kent Age: 57 Director since 2020 Independent | Position CEO of Kent Advisory Services, LLC Former Federal Chief Information Officer of the United States Committee Membership Corporate Governance (Vice Chair) | | Background Ms. Kent has served 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 Ernst & Young (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 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 an effective 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. | | |
Composition Highlights
| | Jerry L. Levens Chairman of the Board Age: 68 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 makes him an effective 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. | | |
Composition Highlights
| | Christine L. Pickering Age: 64 Director since 2000 Independent | Position Owner of Christy Pickering, CPA Committee Membership Audit (Chair)│ 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 limited appointment by the court as a Special Master. 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 an effective 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. | | |
Composition Highlights
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Composition Highlights
The following table shows the number of shares of our common stock that were beneficially owned as of December 31, 2024 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.
Composition Highlights
| 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 | 12,182,387(2) | 14.2% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 10,097,563(3) | 11.7% | | Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 68746 | 4,937,174(4) | 5.7% | | State Street Corp. 1 Congress Street, Suite 1 Boston, MA 02114 | 4,701,204(5) | 5.5% |
Composition Highlights
(1) Based on 86,018,870 shares of our common stock outstanding as of February 28, 2025. (2) Based on information contained in a Form 13F-HR filed with the SEC on February 7, 2025 by BlackRock, Inc. (BlackRock) as of December 31, 2024. BlackRock, and certain of its subsidiaries, report that it has sole voting power with respect to 11,792,953 shares and sole dispositive power with respect to 12,182,387 shares. (3) Based on information contained in the Schedule 13G/A filed with the SEC on January 30, 2025 by The Vanguard Group (Vanguard) as of December 31, 2024. Vanguard, and certain of its subsidiaries, report shared voting power with respect to 79,865 shares, sole dispositive power with respect to 9,916,406 shares and shared dispositive power with respect to 181,157 shares. (4) Based on information contained in a Form 13F-HR filed with the SEC on February 13, 2025, Dimensional Fund Advisors LP (Dimensional) as of December 31, 2024. Dimensional, and certain of its subsidiaries, report that it has sole voting power with respect to 4,612,749 shares, sole dispositive power with respect to 4,733,416 shares, shared voting power with respect to 201,160 shares, and shared dispositive power with respect to 203,758 shares. Based on information contained in the 13G filed with the SEC on February 4, 2025 by State Street Corp. as of December 31, 2024. State Street, and certain of its subsidiaries, report having shared dispositive power with respect to 4,701,204 shares. The following table shows the number of shares of our common stock beneficially owned as of February 28, 2025 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.
Composition Highlights
| Directors | Amount and Nature of Beneficial Ownership of Common Stock (1) | Percent of Class (2) | | Frank E. Bertucci | 24,393(3) | * | | Moses H. Feagin | 100 | * | | Hardy B. Fowler | 28,075(4) | * | | John M. Hairston | 256,842(5) | * | | Randall W. Hanna | 26,309(6) | * | | Suzette K. Kent | 6,767(7) | * | | H. Merritt Lane | 9,397(8) | * | | Jerry L. Levens | 40,330(9) | * | | Constantine S. Liollio | 31,329(10) | * | | Sonya C. Little | 15,936(11) | * | | Thomas H. Olinde | 41,648(12) | * | | Sonia A. Pérez | 10,192(13) | * | | Christine L. Pickering | 24,125(14) | * | | Joan C. Teofilo | 16,824(15) | * | | C. Richard Wilkins | 17,744(16) | * | | Albert J. Williams | 0 | * | | Named Executive Officers | | | | Michael M. Achary | 54,104(17) | * | | D. Shane Loper | 96,102(18) | * | | Michael Otero | 27,210(19) | * | | Christopher S. Ziluca | 34,844(20) | * | | Directors and executive officers as a group (21) (22 persons) | 780,914 | * |
Composition Highlights
* 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 86,126,857 shares of our common stock outstanding and entitled to vote as of February 28, 2025. (3) Includes 1,445 shares held for the account of Mr. Bertucci’s spouse in the Company’s Dividend Reinvestment Plan and 12,770 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 5,597 shares held for the account of Mr. Fowler in the Company’s NQDC plan. (5) Includes 136,784 shares held for the account of Mr. Hairston in the Company’s NQDC Plan and 4,481 restricted stock units (RSUs) that would convert to shares upon Mr. Hairston’s retirement (based on age and time of service). (6) Includes 14,514 shares held for the account of Mr. Hanna in the Company’s NQDC Plan and 6,565 shares held jointly with his spouse. (7) Includes 1,630 RSAs. (8) Includes 4,104 shares held for the account of Mr. Lane in the Company's NQDC Plan and 1,630 RSAs. (9) Includes 22,235 shares held for the account of Mr. Levens in the Company’s NQDC Plan and also includes 18,095 shares held jointly with his spouse in a family limited partnership as to which he disclaims beneficial ownership. (10) Includes 26,128 shares held for the account of Mr. Liollio in the Company’s NQDC Plan. (11) Includes 10,650 shares held for the account of Ms. Little in the Company’s NQDC Plan. Includes 25,729 shares held for the account of Mr. Olinde in the Company’s NQDC Plan. Includes 7,356 shares held for the account of Ms. Pérez in the Company’s NQDC Plan. Includes 331 shares held by Ms. Pickering’s spouse. Also includes 1,630 RSAs and 12,338 shares held for the account of Ms. Pickering in the Company’s NQDC Plan. (15) Includes 15,284 shares held for the account of Ms. Teofilo in the Company’s NQDC Plan. (16) Includes 4,927 shares held for the account of Mr. Wilkins in the Company's NQDC Plan. Also 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. (17) Includes 11,005 shares held for the account of Mr. Achary in the Company’s NQDC Plan and 1,598 RSUs that would convert to shares upon Mr. Achary’s retirement (based on age and time of service). (18) Includes 229 shares held by Mr. Loper's spouse in the Company’s Dividend Reinvestment Plan and 2,337 shares held for the account of Mr. Loper in the Company’s NQDC Plan. Also includes 2,066 RSUs that would convert to shares upon Mr. Loper's retirement (based on age and time of service). (19) Includes 1,644 shares held for the account of Mr. Otero in the Company's NQDC Plan. (20) Includes 4,464 shares held for the account of Mr. Ziluca in the Company's NQDC Plan. (21) Includes 317,872 shares held in the Company’s NQDC Plan and 5,134 RSAs. Also includes 9,301 RSUs that would convert to shares upon members of the group’s retirement (based on age and time of service).
Composition Highlights
| DELINQUENT SECTION 16(a) REPORTS | | O |
Composition Highlights
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 2024, except that, due to an administrative error, one late Form 4 reporting one transaction was filed on behalf of Moses Feagin.
Composition Highlights
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
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 2025, the Board voted to maintain its size at 15 directors, effective as of the annual meeting. Mr. Fowler, 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, Moses H. Feagin Sr., Hardy B. Fowler, Randall W. Hanna, 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. In addition, the Board has determined that Mr. Williams, a director nominee for election at the annual meeting, is independent under the applicable rules of NASDAQ. Under our Corporate Governance Guidelines, our independent directors are required to meet in executive session at least two times each year. During 2024, 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 2024. Neither the Chief Executive Officer nor any other Company associates were present during these executive sessions. The Board held ten meetings in 2024. During 2024, 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 our directors to attend each annual meeting of shareholders. All of our directors attended the Company’s 2024 annual meeting, which was held virtually.
Board and Management Leadership Structure
| COMPENSATION OF DIRECTORS |
Board and Management Leadership Structure
| 2024 DIRECTOR COMPENSATION | | | | | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Frank E. Bertucci | $100,000 | $74,980 | $174,980 | | Moses H. Feagin Sr.(3) | 14,168 | 5,941 | 20,109 | | Hardy B. Fowler | 104,667 | 74,980 | 179,647 | | Randall W. Hanna | 97,500 | 74,980 | 172,480 | | James H. Horne (4) | 33,417 | ― | 33,417 | | Suzette K. Kent | 78,333 | 74,980 | 153,313 | | H. Merritt Lane | 70,000 | 74,980 | 144,980 | | Jerry L. Levens | 163,000 | 74,980 | 237,980 | | Constantine S. Liollio | 85,833 | 74,980 | 160,813 | | Sonya C. Little | 84,167 | 74,980 | 159,147 | | Thomas H. Olinde | 82,667 | 74,980 | 157,647 | | Sonia A. Pérez | 73,333 | 74,980 | 148,313 | | Christine L. Pickering | 106,000 | 74,980 | 180,980 | | Joan C. Teofilo | 70,000 | 74,980 | 144,980 | | C. Richard Wilkins | 77,500 | 74,980 | 152,480 |
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.
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 2023, the Compensation Committee engaged Aon to provide advisory service to the Compensation Committee, which the Committee considered in connection with setting executive compensation for 2024. 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 2023, which served as a guide to the Committee in setting our 2024 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 2024. Aon conducted another review of executive compensation in October 2024, which was used to make compensation decisions for 2025. The 2023 Compensation Peer Group used in connection with 2024 compensation decisions consisted of a peer group of 26 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 2023 Compensation Peer Group was comprised of peers with total assets ranging from $24 billion to $100 billion respectively at the time of selection. The median total assets for the 2023 Compensation Peer Group was $39 billion, which positioned the Company at the 43rd percentile of the peer group at the time of selection. We referred to the 2023 Compensation Peer Group in establishing compensation levels and program design features for 2024. The Company’s 2023 Peer Bank Group consists of the following 26 banks and bank holding companies.
Compensation Review Process
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.
Elements of Our Compensation Program
Elements of Our Compensation Program In 2024, 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 2023 Compensation Peer Group compensation study, provided by its independent compensation consultant, the Compensation Committee determined that the base salaries of our NEOs were within the competitive range for peer executives. In early 2024, the Compensation Committee, in consultation with its independent compensation consultant, approved the following base salary increases for each of our NEOs, effective April 1, 2024, 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.
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 2024, 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, 2024 and the percentage of total loans classified as non-performing as of September 30, 2024. 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 2024 are set forth below:
Elements of Our Compensation Program
(1) End of Period For 2024, comparing actual corporate performance to the 2024 corporate performance goal targets, the resulting completion percentage was driven by above target performance for two of the four corporate performance goal metrics and maximum performance for the two credit quality metrics. 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 143.49%. 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 2024, no such adjustments were recommended. For the year ended December 31, 2024, the following cash bonuses were awarded:
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% | 143.49% | $2,060,589 | $2,060,589 | | Michael M. Achary | 100% | 143.49% | $852,015 | $852,015 | | D. Shane Loper | 100% | 143.49% | $1,043,941 | $1,043,941 | | Christopher S. Ziluca | 65% | 143.49% | $499,008 | $499,008 | | Michael Otero | 65% | 143.49% | $437,225 | $437,225 |
Elements of Our Compensation Program
For 2025, the annual cash incentive plan will use the following three performance measurement metrics: adjusted EPS, adjusted pre-provision net revenue and net charge-offs. The adjusted EPS and the adjusted pre-provision net revenue performance measures will each weight at 40% of the plan component and the net charge-offs will weight at 20% of the plan component. We believe these performance metrics provide a direct alignment of executive and shareholder interests. 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 2024, 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 2024, the long-term incentive allocations for the NEOs were set as follows:
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% | $2,645,676 | 70% | 30% | | Michael M. Achary | 140% | $840,000 | 60% | 40% | | D. Shane Loper | 150% | $1,102,500 | 60% | 40% | | Christopher S. Ziluca | 100% | $540,000 | 60% | 40% | | Michael Otero | 65% | $308,750 | 60% | 40% |
Elements of Our Compensation Program
The RSUs approved and granted in 2024 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 2024, 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 2024 include a two-year post-vest holding period applicable to the net shares issued upon vesting of the award and after payment of withholding taxes. NEOs received the following long-term incentive awards for fiscal year 2024:
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 | 17,726 | $789,871 | 41,360 | $1,843,002 | $2,632,873 | | Michael M. Achary | 7,463 | $332,551 | 11,194 | $498,805 | $831,356 | | D. Shane Loper | 9,797 | $436,554 | 14,696 | $654,854 | $1,091,408 | | Christopher S. Ziluca | 4,803 | $214,022 | 7,204 | $321,010 | $535,032 | | Michael Otero | 2,736 | $121,916 | 4,104 | $182,874 | $304,790 |
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.
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 ($) | | John M. Hairston, | 2024 | 1,196,717 | 2,339,746 | 2,060,589 | 42,779 | 129,495 | 5,769,326 | | President and CEO | 2023 | 1,165,685 | 2,428,302 | 1,291,253 | 150,460 | 529,568 | 5,565,268 | | | 2022 | 1,091,712 | 2,327,705 | 2,616,572 | ― | 624,321 | 6,660,311 | | Michael M. Achary, | 2024 | 593,784 | 737,922 | 852,015 | 89,240 | 44,035 | 2,316,996 | | Chief Financial Officer | 2023 | 567,603 | 641,988 | 471,559 | 153,973 | 43,205 | 1,878,328 | | | 2022 | 536,370 | 615,505 | 964,162 | ― | 86,894 | 2,202,931 | | D. Shane Loper, | 2024 | 727,541 | 968,747 | 1,043,941 | 2,493 | 101,444 | 2,844,166 | | Chief Operating Officer | 2023 | 697,603 | 789,030 | 579,561 | 153,914 | 479,314 | 2,699,422 | | | 2022 | 647,877 | 743,142 | 1,164,604 | ― | 557,588 | 3,113,212 | | Christopher S. Ziluca, | 2024 | 535,027 | 474,901(6) | 499,008 | ― | 24,578 | 1,533,514 | | Chief Credit Officer | | | | | | | ― | | | | | | | | | ― | | Michael Otero, | 2024 | 468,784 | 270,536 | 437,225 | 28,224 | 15,270 | 1,220,039 | | Chief Risk Officer | | | | | | | ― | | | | | | | | | ― |
Risk Assessment of Compensation Policies and Practices
| 2024 GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | | | | | | Name | Award Type | Approval Date | Grant Date | Thres- hold ($) | 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 ($)(5) | | John M. Hairston | Annual Cash | | | 718,030 | 1,436,061 | 2,872,121 | | | | | | | | PSU | 1/24/2024 | 2/16/2024(1) | | | | 20,680 | 41,360 | 82,720 | | 1,643,646 | | | RSU | 1/24/2024 | 2/16/2024(2) | | | | | | | 17,726 | 696,100 | | Michael M. Achary | Annual Cash | | | 296,892 | 593,784 | 1,187,568 | | | | | | | | PSU | 1/24/2024 | 2/16/2024(1) | | | | 5,597 | 11,194 | 22,388 | | 444,850 | | | RSU | 1/24/2024 | 2/16/2024(2) | | | | | | | 7,463 | 293,072 | | D. Shane Loper | Annual Cash | | | 363,770 | 727,541 | 1,455,082 | | | | | | | | PSU | 1/24/2024 | 2/16/2024(1) | | | | 7,348 | 14,696 | 29,392 | | 584,019 | | | RSU | 1/24/2024 | 2/16/2024(2) | | | | | | | 9,797 | 384,728 | | Christopher S. Ziluca | Annual Cash | | | 173,884 | 347,768 | 695,536 | | | | | | | | PSU | 1/24/2024 | 2/16/2024(1) | | | | 3,602 | 7,204 | 14,408 | | 286,287 | | | RSU | 1/24/2024 | 2/16/2024(2) | | | | | | | 4,803 | 188,614 | | Michael Otero | Annual Cash | | | 152,355 | 304,710 | 609,419 | | | | | | | | PSU | 1/24/2024 | 2/16/2024(1) | | | | 2,052 | 4,104 | 8,208 | | 163,093 | | | RSU | 1/24/2024 | 2/16/2024(2) | | | | | | | 2,736 | 107,443 |
Risk Assessment of Compensation Policies and Practices
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 | | | | | | | Stock Awards | | | | | | | Name | Grant Date | Number of Units That Have Not Vested (#)(1) | Market Value of Units That Have Not Vested ($)(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 ($)(2) | | John M. Hairston | 2/16/2024 | 17,726 | 969,967 | | | | | 2/16/2024 | | | 82,720 | 4,526,438 | | | 2/17/2023 | 10,061 | 550,538 | | | | | 2/17/2023 | | | 35,212 | 1,926,801 | | | 2/18/2022 | 4,451 | 243,559 | | | | | 2/18/2022 | | | 37,359 | 2,044,284 | | Michael M. Achary | 2/16/2024 | 7,463 | 408,375 | | | | | 2/16/2024 | | | 22,388 | 1,225,071 | | | 2/17/2023 | 3,563 | 194,967 | | | | | 2/17/2023 | | | 8,016 | 438,636 | | | 2/18/2022 | 1,591 | 87,060 | | | | | 2/18/2022 | | | 8,583 | 469,662 | | D. Shane Loper | 2/16/2024 | 9,797 | 536,092 | | | | | 2/16/2024 | | | 29,392 | 1,608,330 | | | 2/17/2023 | 4,379 | 239,619 | | | | | 2/17/2023 | | | 9,852 | 539,101 | | | 2/18/2022 | 1,921 | 105,117 | | | | | 2/18/2022 | | | 10,382 | 568,103 | | Christopher S. Ziluca | 2/16/2024 | 4,803 | 262,820 | | | | | 2/16/2024 | | | 14,408 | 788,406 | | | 2/17/2023 | 2,648 | 144,899 | | | | | 2/17/2023 | | | 5,958 | 326,022 | | | 2/18/2022 | 1,122 | 61,396 | | | | | 2/18/2022 | | | 6,058 | 331,494 | | Michael Otero | 2/16/2024 | 2,736 | 149,714 | | | | | 2/16/2024 | | | 8,208 | 449,142 | | | 2/17/2023 | 1,468 | 80,329 | | | | | 2/17/2023 | | | 3,302 | 180,685 | | | 2/18/2022 | 584 | 31,956 | | | | | 2/18/2022 | | | 3,152 | 172,477 |
Risk Assessment of Compensation Policies and Practices
| 2024 Option Exercises And Stock Vested | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John M. Hairston | ― | ― | 113,439 | 5,117,233 | | Michael M. Achary | ― | ― | 31,931 | 1,440,407 | | D. Shane Loper | ― | ― | 35,753 | 1,612,818 | | Christopher S. Ziluca | ― | ― | 22,251 | 1,003,743 | | Michael Otero | ― | ― | 9,523 | 433,765 |
Risk Assessment of Compensation Policies and Practices
| 2024 Pension Benefits | | | | | | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During 2024 ($) | | John M. Hairston | Hancock Whitney Corporation Pension Plan | 30 | 1,074,982 | ― | | Michael M. Achary | Hancock Whitney Corporation Pension Plan | 24 | 1,106,052 | ― | | D. Shane Loper | Hancock Whitney Corporation Pension Plan | 34 | 1,097,918 | ― | | Christopher S. Ziluca | Hancock Whitney Corporation Pension Plan | ― | ― | ― | | Michael Otero | Hancock Whitney Corporation Pension Plan | 10 | 302,582 | ― |
Risk Assessment of Compensation Policies and Practices
(1) Based on Accounting Standards Codification 715-20 assumptions used for disclosure as of December 31, 2024. The present value of the accumulated benefit obligation is determined using the following assumptions: Interest rate 5.63% 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 $330,000. Benefits are payable in the form of actuarially-equivalent annuities, following separation from service and attainment of the normal (age 65) or early (age 55 and 10 years of service) retirement age. Early retirement benefits are subject to actuarial reduction. The following table provides information regarding our Nonqualified Deferred Compensation Plan, which provides for the deferral of compensation on a basis that is not tax-qualified.
Risk Assessment of Compensation Policies and Practices
| 2024 NONQUALIFIED DEFERRED COMPENSATION | | | | | | | Name | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($)(1) | Aggregate Earnings in 2024 ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024 ($)(3) | | John M. Hairston | ― | ― | 2,255,484 | ― | 18,377,373 | | Michael M. Achary | 237,308 | ― | 465,795 | ― | 5,253,267 | | D. Shane Loper | ― | ― | 1,151,187 | ― | 8,202,436 | | Christopher S. Ziluca | 119,714 | ― | 50,844 | ― | 736,664 | | Michael Otero | 23,414 | ― | 23,751 | ― | 240,542 |
Risk Assessment of Compensation Policies and Practices
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
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 | ― | ― | ― | 9,495,565(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | 5,321,297(1) | ― | 3,275,296(2) | 5,109,938(4) | 5,877,510(5) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 39,312 | ― | | TOTAL | 5,321,297 | ― | 3,275,296 | 14,644,815 | 5,877,510 | | Michael M. Achary, Chief Financial Officer | | | | | | | Severance Benefit | ― | ― | ― | 2,667,147(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | 1,387,214(1) | ― | 749,901(2) | 1,467,132(4) | 1,701,340(5) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 12,624 | ― | | TOTAL | 1,387,214 | ― | 749,901 | 4,146,903 | 1,701,340 | | D. Shane Loper, Chief Operating Officer | | | | | | | Severance Benefit | ― | ― | ― | 3,197,777(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | 1,736,322(1) | ― | 912,529(2) | 1,827,137(4) | 2,146,358(5) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | 971,724(6) | 971,724 | 971,724 | | Medical Insurance | ― | ― | ― | 26,208 | ― | | TOTAL | 1,736,322 | ― | 1,884,253 | 6,022,846 | 3,118,082 | | Christopher S. Ziluca, Chief Credit Officer | | | | | | | Severance Benefit | ― | ― | ― | 2,043,391(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | ― | ― | 539,785(2) | 1,027,495(4) | 1,164,251(5) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 35,760 | ― | | TOTAL | ― | ― | 539,785 | 3,106,646 | 1,164,251 | | Michael Otero, Chief Risk Officer | | | | | | | Severance Benefit | ― | ― | ― | 1,654,751(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | 524,435(1) | ― | 287,915(2) | 560,190(4) | 639,709(5) | | Vesting of Nonqualified Deferred Compensation (5) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 36,840 | ― | | TOTAL | 524,435 | ― | 287,915 | 2,251,781 | 639,709 |
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 2024 W-2 Box 5 Wages (Medicare Wages and Tips) for all individuals, excluding our CEO, who were employed by us on December 31, 2024, 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 2024. 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 2024 Summary Compensation Table above. The total annual compensation of our median associate was $75,443. The total annual compensation of our CEO was $5,769,326. Accordingly, the ratio of CEO pay to median associate pay was approximately 76:1.
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.
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) | | 2024 | $5,769,326 | $8,481,165 | $1,978,679 | $2,589,125 | $143.82 | $130.90 | $460,815 | $5.31 | | 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) |
Pay Versus Performance
(1) Non-CEO NEOs included Mr. Achary, Mr. Loper, Mr. Ziluca, and Mr. Otero for 2024 and 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.
Pay Versus Performance
| | CEO | | | | | Average of Non-CEO NEOs | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as Reported in the “Total” column of the SCT | $5,769,326 | $5,565,268 | $6,660,310 | $5,938,806 | $3,599,933 | $1,978,679 | $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 | 2,339,746 | 2,428,302 | 2,327,705 | 2,382,878 | 1,222,404 | 613,027 | 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 | 3,414,897 | 2,032,615 | 2,618,488 | 4,434,765 | 457,144 | 879,322 | 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 | 301,250 | (58,458) | 1,058,257 | 909,106 | (1,532,401) | 65,097 | (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 | 1,296,020 | 63,304 | 98,425 | 174,504 | (212,153) | 254,941 | 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 | 42,779 | 150,460 | - | 33,171 | 213,680 | 29,989 | 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 | 82,197 | 73,225 | 53,200 | 60,166 | 55,827 | 54,102 | 64,756 | 50,110 | 56,263 | 54,013 | | Compensation Actually Paid | 5,769,326 | 5,097,193 | 8,160,975 | 9,101,298 | 932,265 | 2,589,125 | 1,839,444 | 2,727,056 | 3,127,514 | 595,913 |
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 16, 2024, assumed a payout of 136%, the PSUs subject to the EPS metric which were granted February 17, 2023, assumed a payout at 65% as of December 31, 2024 and 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, 2024, 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, 2024, 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, 2024, 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, 2024, 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, 2024: “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, 2024, 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 43.82% over the reporting period (50.54% in 2021, -1.23% in 2022, 3.18% in 2023 and 16.08% in 2024), outperforming the Regional Banking Index by 12.91% over the reporting period (13.90% in 2021, 5.70% in 2022, 3.58% in 2023 and 2.87% in 2024). During the reporting period, CAP to the CEO increased 810% in the aggregate, and average CAP to the other NEOs increased 334% 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, 2022 and 2023 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, 2024, 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 1,120% over the reporting period (1,125% in 2021, 13% in 2022, -25% in 2023, and 969% in 2024). During the reporting period, CAP to the CEO increased 810% in the aggregate, and average CAP to the other NEOs increased 334% in the aggregate. The Compensation Committee did not use net income as a distinct metric for purposes of determining or paying compensation during 2024, 2023, 2022, 2021 or 2020. Adjusted EPS The graph below presents, for each of the years ended December 31,2024, 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 1,083% over the reporting period (1,124% in 2021, 8% in 2022 and 1,059% in 2023). During the reporting period, CAP to the CEO increased 810% in the aggregate, and average CAP to the other NEOs increased 334% in the aggregate. For 2024, 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 2024 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 – 2024 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.
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 |
Pay Versus Performance
(1) 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.
Pay Versus Performance
| PROPOSAL NO. 2 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS |
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 2025 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.
Pay Versus Performance
| PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO THE 2020 LONG TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE BY 1,300,000 |
Pay Versus Performance
We are asking shareholders to approve an amendment to the Hancock Whitney Corporation 2020 Long Term Incentive Plan (the 2020 Plan), which was approved by our shareholders at our 2020 annual meeting, and previously amended by the shareholders of the Company at the 2022 Annual Meeting. On February 27, 2025, the Board approved an amendment to the 2020 Plan to increase the number of shares authorized under the 2020 Plan by 1,300,000 shares, subject to shareholder approval at this annual meeting. Except for the proposed increase in the number of shares authorized under the 2020 Plan, the plan as previously approved by our shareholders in 2020 shall remain in full force and effect. As of December 31, 2024, there were approximately 1,391,236 shares of our common stock subject to outstanding awards under the 2020 Plan. As of such date, there were approximately 1,415,499 shares of our common stock reserved and available for future awards under the 2020 Plan. The Compensation Committee believes the number of shares available for future awards under the 2020 Plan will not be sufficient to make the grants it believes will be needed over the next few years to provide adequate long-term equity incentives to our key employees and directors. Considering our historical grant practices, we believe we have been judicious in our share usage under the 2020 Plan, and mindful of potential shareholder dilution. Approval of the amendment to the 2020 Plan will enable the Company to continue making equity compensation grants that serve as incentives to recruit and retain key employees and to continue aligning the interests of its employees with shareholders. Based on the number of requested shares to be reserved under the 2020 Plan and on our anticipated future grant cycles, we expect that the share reserve will be sufficient to cover future equity incentive awards for approximately 3 to 4 years. A summary of the 2020 Plan is set forth below. This summary is qualified in its entirety by the full text of the 2020 Plan, which is filed as Appendix C to the Company’s proxy statement for our 2020 annual meeting. A copy of the proposed amendment increasing the number of shares authorized under the Plan by 1,300,000 shares is attached to this proxy statement as Appendix B.
Key Data Relating to Outstanding Equity Awards and Shares Available
Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information regarding outstanding equity awards and shares available for future awards under the 2020 Plan as of December 31, 2024 (and without giving effect to approval of the amendment to the 2020 Plan under this Proposal). [It also includes awards that remain outstanding under the Hancock Holding Company 2014 Long Term Incentive Plan (the Prior Plan) and prior equity incentive compensation plans, but no future awards may be granted thereunder].
Key Data Relating to Outstanding Equity Awards and Shares Available
| Total shares underlying outstanding stock options | 0 | | Total shares underlying outstanding unvested time-based full value awards | 1,160,234 | | Total shares underlying outstanding unvested performance-based full value awards | 231,002(1) | | Total shares underlying all outstanding awards | 1,391,236 | | Weighted average exercise price of outstanding stock options | N/A | | Weighted average remaining contractual life of outstanding stock options | N/A | | Total shares currently available for grant of new awards | 1,415,499 | | Common Stock outstanding as of December 31, 2024 | 86,123,999 | | Market price of Common Stock as of December 31, 2024 | $54.72 |
Key Data Relating to Outstanding Equity Awards and Shares Available
(1) Assumes performance based awards will vest and pay out based on target performance levels being achieved.