DEF 14A of Hancock Whitney Corp, Mar 17, 2026

DEF 14A of Hancock Whitney Corp

Filed Mar 17, 2026 · FY20250001193125-26-109512

Open on EDGAR

  1. 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, three individuals who self-identify as African American and one individual who self-identifies as Latina. This year’s nominees demonstrate the following areas of skill and expertise, among others.1

  2. 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 - Commercial experience | - Public company leadership - Management of national and international business operations - Executive leadership - Legal experience - Real estate development - Energy industry experience - Environmental risk assessment |

  3. 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 FIVE DIRECTOR NOMINEES. _______________________ [1] On a self-reported basis.

  4. Composition Highlights

    | INFORMATION ABOUT OUR DIRECTORS |

  5. 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 2029

  6. Composition Highlights

    | | Frank E. Bertucci Age: 69 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 served as the President of F.E.B. Distributing Co., Inc., a regional beverage wholesaler, since 1990, having started with the company in 1978. He has also served as the 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 leading and managing 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, makes him well qualified to serve as a 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. | | |

  7. Composition Highlights

    | | Constantine S. Liollio Age: 67 Director since 2016 Independent | Position Senior Vice President, Special Projects of Plains All American Committee Membership Compensation (Chair) │ Corporate Governance │ Executive | | Background Mr. Liollio has served as Senior Vice President, Special Projects of Plains All American since 2024. He 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 was responsible for developing and executing strategy, overseeing day-to-day operations, coordinating all disciplines 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 is currently a member of the Engineering Advisory council of Texas A&M University and serves on the Parish Council of Annunciation Greek Orthodox Cathedral. Expertise Highlights  Public company leadership  Corporate governance  Energy industry experience  Mergers and acquisitions  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 well qualified to serve as a 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 oil and gas industry organizations, including in leadership positions. | | |

  8. Composition Highlights

    | | Thomas H. Olinde Age: 70 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 well qualified to serve as a 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. | | |

  9. Composition Highlights

    | | Joan C. Teofilo Age: 62 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 80 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. Ms. Teofilo has been designated by the Board as a risk management expert. Expertise Highlights  Executive leadership  Wholesale electric utility and natural gas experience  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 well qualified to serve as a 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. | | |

  10. Composition Highlights

    | | C. Richard Wilkins Age: 62 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  Real estate development  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 well qualified to serve as a 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 on the board of Goodwill Industries of the Gulf Coast, Inc., a nonprofit organization. | | |

  11. Composition Highlights

    Incumbent Directors with Terms Expiring in 2027

  12. Composition Highlights

    | | John M. Hairston Age: 62 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, and The National WWII Museum. Mr. Hairston previously served as Chairman of the Mississippi Economic Counsel, and served as chair through the merger of the Mississippi Economic Council, Mississippi Manufacturers Association, and Business & Industry Political Education Committee into the newly formed Mississippi Business Alliance, where he continues to serve as chair. 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 is a past board member of the Greater New Orleans Foundation and 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. | | |

  13. Composition Highlights

    | | Suzette K. Kent Age: 58 Director since 2020 Independent | Position CEO of Kent Advisory Services, LLC Former Federal Chief Information Officer of the United States Committee Membership Compensation │ Corporate Governance (Vice Chair) │ Executive | | 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 2018 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 2018, where she led practice teams across banking and capital markets to deliver transformational change for technology, business process, regulatory compliance, supply chain risk management, and product innovation for 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  Banking and financial services experience  Cybersecurity and Artificial Intelligence experience  Technology and digital product delivery  Management of national and international business operations  Mergers and acquisitions 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, her involvement in National Science Foundation sponsored research projects and her ongoing involvement with a variety of initiatives to develop pathways building technical talent in the emerging workforce. | | |

  14. Composition Highlights

    | | Jerry L. Levens Chairman of the Board Age: 69 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. | | |

  15. Composition Highlights

    | | Christine L. Pickering Age: 65 Director since 2000 Independent | Position Owner of Christy Pickering, CPA Committee Membership Audit (Chair) │ Corporate Governance │ Executive | | Background Ms. Pickering has been a licensed Certified Public Accountant for more than 35 years. She 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. She has also served as a Special Master in legal proceedings, due in part to her work in litigation support and serving as expert witnesses in various litigation matters. Ms. Pickering served as a director of Mississippi Power Company, Gulfport, Mississippi, (a subsidiary of Southern Company (NYSE: SO)) from 2007 to 2020 and served as the Chair of its 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 with us, 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  Regulated utility industry experience  Business operations management  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. | | |

  16. Composition Highlights

    Incumbent Directors with Terms Expiring in 2028

  17. Composition Highlights

    | | Moses H. Feagin Sr. Age: 61 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. Mr. Feagin has been designated by the Board as a risk management expert. 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 an effective 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. | | |

  18. Composition Highlights

    | | Randall W. Hanna Age: 67 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. 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 also make him an effective director of our Company. Community Service Highlights Mr. Hanna has served on the boards of numerous nonprofit and professional organizations, including in leadership positions, and currently serves on the boards of the Bay County Chamber of Commerce and Alignment Bay County, both nonprofit organizations. | | |

  19. Composition Highlights

    | | H. Merritt Lane, III Age: 64 Director since 2021 Independent | Position President and Chief Executive Officer of Canal Barge LLC Committee Membership Board Risk │ Compensation (Vice Chair) | | Background Mr. Lane has served as President and Chief Executive Officer of Canal Barge LLC since 2025. He previously 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  Mergers and acquisitions  Strategic planning Mr. Lane’s prior board service, including service as a director of a public company and a bank holding company, coupled with his deep knowledge of marine transportation and storage industries and our New Orleans market make him an effective director of our Company. Community Service Highlights Mr. Lane has been active in leadership positions with a number of civic, educational and philanthropic organizations, including the 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. | | |

  20. Composition Highlights

    | | Sonya C. Little Age: 60 Director since 2016 Independent | Position President and Chief Operating Officer of COI Energy, Inc. Committee Membership Audit (Vice Chair)│ Corporate Governance | | Background Ms. Little has served as President and Chief Operating Officer of COI Energy Inc., a clean technology company, since 2025. In this role, she is responsible for enterprise operations, strategic growth, and compliance. From 2019 to 2024, she served as Executive Vice President and Chief Administrative Officer of Strategic Property Partners, a commercial real estate development company, overseeing corporate operations, including financial reporting, accounting, risk management, human resources, information technology, and government affairs. Prior to her private sector experience, Ms. Little served as Chief Financial Officer for the City of Tampa from 2011 to 2019, managing the city’s financial strategy, including its annual operating and capital budgets, credit ratings, and debt portfolio. She spent over 14 years in investment banking, serving as a Managing Director with Public Resources Advisory Group and as an investment banker with RBC Capital Markets (formerly William R. Hough & Co.). She held financial positions with the State of Florida Division of Bond Finance, Barnett Bank, and Florida National Bank. Ms. Little currently serves on the Board of Directors of The Mosaic Company (NYSE: MOS). She was a member of the Board of Directors of Turner Construction Company from 2022 to 2025 and continues to engage with the company as an independent advisor. She was appointed by the governor to the State of Florida Partnership for Public Facilities and Infrastructure Act Task Force, where she advised on public-private partnership legislation and served as a subject matter expert for the Municipal Securities Rulemaking Board, where she developed municipal bond educational curricula. Ms. Little holds a Bachelor of Science in Business from the University of South Florida. Expertise Highlights  Executive leadership  Finance and accounting; audit committee financial expert  Government regulation  Investment banking services  Risk management Ms. Little’s experience in finance, accounting, investment banking, and operations, combined with her background in risk management, construction and development, and regulatory matters, provides the Board with valuable perspective on corporate governance, financial oversight, and strategic decision-making and make her an effective director of our Company. Community Service Highlights Ms. Little has served on the boards of several nonprofit and governmental organizations, including the Tampa General Employees’ Retirement Fund, the BayCare Health System Clinical Excellence Committee, ZooTampa at Lowry Park, and the Tampa Museum of Art. | | |

  21. Composition Highlights

    | | Sonia A. Pérez Age: 69 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 the appointment as a member of the Resilient Louisiana Commission, appointment as chair of the Louisiana Economic Development Transition Team for Governor John Bel Edwards and as an appointee of Governor Bobby Jindal to the Louisiana Workforce Commission. Ms. Pérez has been designated by the Board as a risk management expert. Expertise Highlights  Nationwide business experience  Public company board experience  Executive leadership  Technology infrastructure  Risk Management 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 an effective director of our Company. Community Service Highlights Ms. Pérez is a current and former director of a number of industry and philanthropic organizations, including current service for the National World War II Museum and the University of Texas Foundation. She has received numerous awards and recognition for community service and leadership. | | |

  22. Composition Highlights

    | | Albert J. Williams Age: 57 Director since 2025 Independent | Position Managing Member, AJ Williams LLC Committee Membership Board Risk | | Background Mr. Williams previously served with Chevron Corporation for more than 30 years in various capacities, most recently as corporate officer and Vice President of Corporate Affairs from 2021 through his retirement in 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  Financial and accounting expertise 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 an effective director of our Company. Community Service Highlights Mr. Williams serves on the Mississippi State University Foundation Board, the Board of Advisors for University of Southern California Viterbi School of Engineering, and the Board Executive Committee of the Atlantic Council. | | |

  23. Composition Highlights

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  24. Composition Highlights

    The following table shows the number of shares of our common stock that were beneficially owned as of December 31, 2025 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.

  25. 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 | 10,375,660(2) | 12.7% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 9,699,143(3) | 11.9% | | FMR, LLC 245 Summer Street Boston, MA 02210 | 7,206,183(4) | 8.8% | | Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 68746 | 4,769,299(5) | 5.8% | | State Street Corp. 1 Congress Street, Suite 1 Boston, MA 02114 | 4,521,593(6) | 5.5% |

  26. Composition Highlights

    (1) Based on 81,539,244 shares of our common stock outstanding as of March 2, 2026. (2) Based on information contained in a Form 13F-HR filed with the SEC on February 12, 2026, by BlackRock, Inc. (BlackRock) as of December 31, 2025. BlackRock, and certain of its subsidiaries, report that it has sole voting power with respect to 10,087,487 shares and sole dispositive power with respect to 10,375,660 shares. (3) Based on information contained in a Schedule 13F-HR filed with the SEC on January 29, 2026, by Vanguard Group Inc. (Vanguard) as of December 31, 2025. Vanguard, and certain of its subsidiaries, report shared voting power with respect to 574,915 shares, sole dispositive power with respect to 9,019,165 shares and shared dispositive power with respect to 679,978 shares. (4) Based on information contained in the Schedule 13G/A filed with the SEC on February 5, 2026, by FMR, LLC as of December 31, 2025. FMR, and certain of its subsidiaries, report sole voting power with respect to 7,193,810 shares and sole dispositive power with respect to 7,206,183 shares. (5) Based on information contained in a Form 13F-HR filed with the SEC on February 12, 2026, by Dimensional Fund Advisors LP (Dimensional) as of December 31, 2025. Dimensional, and certain of its subsidiaries, report that it has sole voting power with respect to 4,463,738 shares, sole dispositive power with respect to 4,562,626 shares, shared voting power with respect to 204,075 shares, and shared dispositive power with respect to 206,673 shares. Based on information contained in the 13F-HR filed with the SEC on February 13, 2026, by State Street Corp. as of December 31, 2025. State Street, and certain of its subsidiaries, report having sole voting power with respect to 586,007 shares, shared voting power with respect to 1,000 shares, and shared dispositive power with respect to 4,521,593 shares. The following table shows the number of shares of our common stock beneficially owned as of March 2, 2026 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.

  27. Composition Highlights

    | Directors | Amount and Nature of Beneficial Ownership of Common Stock (1) | Percent of Class (2) | | Frank E. Bertucci | 26,827(3) | * | | Moses H. Feagin | 1,736(4) | * | | John M. Hairston | 211,556(5) | * | | Randall W. Hanna | 28,666(6) | * | | Suzette K. Kent | 8,368(7) | * | | H. Merritt Lane | 11,163(8) | * | | Jerry L. Levens | 42,665(9) | * | | Constantine S. Liollio | 30,235(10) | * | | Sonya C. Little | 18,410(11) | * | | Thomas H. Olinde | 44,554(12) | * | | Sonia A. Pérez | 12,063(13) | * | | Christine L. Pickering | 24,475(14) | * | | Joan C. Teofilo | 18,941(15) | * | | C. Richard Wilkins | 19,472(16) | * | | Albert J. Williams | 1,747(17) | * | | Named Executive Officers | | | | Michael M. Achary | 56,312(18) | * | | D. Shane Loper | 109,605(19) | * | | Michael Otero | 32,327(20) | * | | Christopher S. Ziluca | 36,357(21) | * | | Directors and executive officers as a group(22) (22 persons) | 750,822 | * |

  28. 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 81,546,524 shares of our common stock outstanding and entitled to vote as of March 2, 2026. (3) Includes 1,490 shares held for the account of Mr. Bertucci’s spouse in the Company’s Dividend Reinvestment Plan and 14,808 shares held for the account of Mr. Bertucci in the Company’s Non-Qualified Deferred Compensation (NQDC) Plan. (4) Includes 1,637 shares held for the account of Mr. Feagin in the Company’s NQDC Plan. (5) Includes 141,078 shares held for the account of Mr. Hairston in the Company’s NQDC Plan and 4,925 restricted stock units (RSUs) that would convert to shares upon Mr. Hairston’s retirement (based on age and time of service). (6) Includes 16,607 shares held for the account of Mr. Hanna in the Company’s NQDC Plan and 6,820 shares held jointly with his spouse. (7) Includes 1,601 RSAs. (8) Includes 5,871 shares held for the account of Mr. Lane in the Company’s NQDC Plan. (9) Includes 24,570 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 30,236 shares held for the account of Mr. Liollio in the Company’s NQDC Plan. Includes 12,995 shares held for the account of Ms. Little in the Company’s NQDC Plan. Includes 28,174 shares held for the account of Mr. Olinde in the Company’s NQDC Plan. Includes 9,224 shares held for the account of Ms. Pérez in the Company’s NQDC Plan. (14) Includes 341 shares held by Ms. Pickering’s spouse. Also includes 1,601 RSAs and 12,725 shares held for the account of Ms. Pickering in the Company’s NQDC Plan. (15) Includes 17,401 shares held for the account of Ms. Teofilo in the Company’s NQDC Plan. (16) Includes 6,855 shares held for the account of Mr. Wilkins in the Company’s NQDC Plan. Also includes 1,177 shares held by his spouse and 400 shares held in trusts for his two children with his spouse as trustee as to which he disclaims beneficial ownership. (17) Includes 1,601 RSAs. (18) Includes 11,351 shares held for the account of Mr. Achary in the Company’s NQDC Plan and 1,613 RSUs that would convert to shares upon Mr. Achary’s retirement (based on age and time of service). (19) Includes 237 shares held by Mr. Loper’s spouse in the Company’s Dividend Reinvestment Plan and 2,411 shares held for the account of Mr. Loper in the Company’s NQDC Plan. Also includes 2,227 RSUs that would convert to shares upon Mr. Loper's retirement (based on age and time of service). (20) Includes 1,696 shares held for the account of Mr. Otero in the Company’s NQDC Plan. Also includes 786 RSUs that would convert to shares upon Mr. Otero’s retirement (based on age and time of service). (21) Includes 15,458 shares held for the account of Mr. Ziluca in the Company’s NQDC Plan. (22) Includes 353,097 shares held in the Company’s NQDC Plan and 4,803 RSAs. Also includes 9,551 RSUs that would convert to shares upon members of the group’s retirement (based on age and time of service).

  29. Composition Highlights

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

  30. 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 2025, except (i) Albert Williams, a director of the Company, filed a late Form 4 on July 8, 2025, due to an administrative oversight, reporting a transaction that occurred on June 24, 2025, and (ii) C. Richard Wilkins, a director of the Company, inadvertently failed to file a Form 4 to report a transfer of 200 shares from a family trust to a family member that occurred when the beneficiary’s interest in the trust automatically terminated on January 26, 2025.

  31. Composition Highlights

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  32. 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 2026, the Board voted to maintain its size at 15 directors, effective as of the annual meeting. 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., 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, C. Richard Wilkins and Albert J. Williams – are independent under the applicable Nasdaq rules, on which our common stock trades. Under our Corporate Governance Guidelines, our independent directors are required to meet in executive session at least two times each year. During 2025, 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 2025. Neither the Chief Executive Officer nor any other Company associates were present during these executive sessions. The Board held eight meetings in 2025. During 2025, 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 2025 annual meeting, which was held virtually.

  33. Board and Management Leadership Structure

    | COMPENSATION OF DIRECTORS |

  34. Board and Management Leadership Structure

    | 2025 DIRECTOR COMPENSATION | | | | | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Frank E. Bertucci | $102,500 | $79,986 | $182,486 | | Moses H. Feagin Sr. | 90,000 | 79,986 | 169,986 | | Hardy B. Fowler(3) | 37,667 | ― | 37,667 | | Randall W. Hanna | 102,500 | 79,986 | 182,486 | | Suzette K. Kent | 87,500 | 79,986 | 167,486 | | H. Merritt Lane | 75,000 | 79,986 | 154,986 | | Jerry L. Levens | 168,000 | 79,986 | 247,986 | | Constantine S. Liollio | 97,000 | 79,986 | 176,986 | | Sonya C. Little | 87,500 | 79,986 | 167,486 | | Thomas H. Olinde | 90,500 | 79,986 | 170,486 | | Sonia A. Pérez | 80,000 | 79,986 | 159,986 | | Christine L. Pickering | 111,000 | 79,986 | 190,986 | | Joan C. Teofilo | 75,000 | 79,986 | 154,986 | | C. Richard Wilkins | 80,000 | 79,986 | 159,986 | | Albert J. Williams(4) | 56,250 | 84,982 | 141,232 |

  35. 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 2024, the Compensation Committee engaged Aon to provide advisory service to the Compensation Committee, which the Committee considered in connection with setting executive compensation for 2025. 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 total fees paid to Aon in 2025 for executive compensation consulting services were $391,157. In addition, management engaged Aon to provide additional services relating to compensation framework design, for which we paid fees to Aon in 2025 of $265,376. 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 2024, which served as a guide to the Committee in setting our 2025 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 2025. Aon conducted another review of executive compensation in October 2025, which was used to make compensation decisions for 2026. The 2024 Compensation Peer Group used in connection with 2025 compensation decisions consisted of a peer group of 24 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 2024 Compensation Peer Group was comprised of peers with total assets ranging from $25 billion to $100 billion respectively at the time of selection. The median total assets for the 2024 Compensation Peer Group was $44 billion, which positioned the Company at the 35th percentile of the peer group at the time of selection. We referred to the 2024 Compensation Peer Group in establishing compensation levels and program design features for 2025. The Company’s 2024 Peer Bank Group consists of the following 24 banks and bank holding companies.

  36. 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.

  37. Elements of Our Compensation Program

    Elements of Our Compensation Program In 2025, 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 2024 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 2025, the Compensation Committee, in consultation with its independent compensation consultant, approved the following base salary increases for each of our NEOs, effective April 1, 2025, in recognition of individual and Company performance, which positioned the base salary of the NEOs within approximately 10% of the median of the Compensation Peer Group.

  38. 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 2025, the annual cash incentive plan used three key performance measurement metrics: adjusted EPS, adjusted pre-provision net revenue, and one credit quality metric. 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 2025 are set forth below:

  39. Elements of Our Compensation Program

    For 2025, comparing actual corporate performance to the 2025 corporate performance goal targets, the resulting completion percentage was driven by above target performance for the Adjusted EPS and Adjusted Pre-Provision Net Revenue metrics, and target performance for the Net-Charge Offs metric. 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 122.14%. 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 2025, no such adjustments were recommended. For the year ended December 31, 2025, the following cash bonuses were awarded:

  40. 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% | 122.14% | $1,789,088 | $1,789,088 | | Michael M. Achary | 100% | 122.14% | $769,619 | $769,619 | | D. Shane Loper | 120% | 122.14% | $1,137,966 | $1,137,966 | | Christopher S. Ziluca | 65% | 122.14% | $443,648 | $443,648 | | Michael Otero | 65% | 122.14% | $392,046 | $392,046 |

  41. Elements of Our Compensation Program

    For 2026, the annual cash incentive plan will continue to use the same three performance metrics and weightings. 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 2025, 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 2025, the long-term incentive allocations for the NEOs were set as follows:

  42. 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 | 240% | $2,943,916 | 60% | 40% | | Michael M. Achary | 140% | $896,000 | 60% | 40% | | D. Shane Loper | 150% | $1,185,000 | 60% | 40% | | Christopher S. Ziluca | 100% | $565,000 | 60% | 40% | | Michael Otero | 100% | $500,000 | 60% | 40% |

  43. Elements of Our Compensation Program

    The RSUs approved and granted in 2025 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 2025, the Company based grants on three nearly equally weighted performance measures: • Three-year relative Total Shareholder Return (34%) • Three-year average relative Operating Return on Average Assets (ROAA) (33%) • Three-year average relative Return on Average Tangible Common Equity (ROATCE) (33%) In the case of each of the three metrics, there is a three-year performance period after which vesting will be determined based on certified results. In the case of TSR, performance will be based on the return to shareholders from the beginning of the performance period to the end of the performance period (a 20-day averaging period is used at both the beginning and the end of the performance period). In the case of Operating ROAA and ROATCE, the average of each of the three one-year periods within the three-year performance period is used. 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. NEOs received the following long-term incentive awards for fiscal year 2025:

  44. 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 | 20,946 | $1,177,584 | 31,418 | $1,766,320 | $2,943,904 | | Michael M. Achary | 6,375 | $358,403 | 9,563 | $537,632 | $896,034 | | D. Shane Loper | 8,431 | $473,991 | 12,646 | $710,958 | $1,184,949 | | Christopher S. Ziluca | 4,020 | $226,004 | 6,030 | $339,007 | $565,011 | | Michael Otero | 3,557 | $199,975 | 5,336 | $299,990 | $499,964 |

  45. Elements of Our Compensation Program

    (1) For purposes of determining the number of RSUs and PSUs to be granted, the Compensation Committee values each award based on the closing price of our common stock on the day prior to the grant date, which values are reflected in the table above. For purposes of determining the grant date fair value of the awards to be reported in the “Summary Compensation Table,” the awards are valued in accordance with FASB ASC Topic 718 as required by SEC rules. The PSUs subject to the TSR, ROAA and ROATCE metrics are valued as of the date of grant based on the grant date fair value of the PSUs determined using a Monte Carlo simulation method, as set forth in Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. PSUs granted in 2023 with a three-year service-vesting period ending February 1, 2026 vested on February 1, 2026, after certification of performance results by the Compensation Committee on January 28, 2026. One-half of these PSUs could be earned based on the Company’s TSR relative to a peer group for the three-year performance period. The Company’s relative TSR compared to the applicable peer group was slightly below the 75th percentile, which resulted in our executive officers vesting at 193.33% of the target awards. The other half of these PSUs could be earned based upon achievement of collective EPS relative to a two-year performance goal. The Company’s collective EPS was below target performance, which resulted in our executive officers vesting at 65.14% of the target awards. In the aggregate, our NEOs vested in 129.24% of the targeted shares equaling 80,566 shares valued at $5,542,941 calculated using the closing price of our common stock on January 30, 2026, the day prior to the vesting. Net shares issued upon vesting of the award and after payment of withholding taxes are subject to an additional two-year post-vest holding period. Retirement Benefits Retirement benefits also play an important role within our overall executive compensation strategy because providing our executives with financial security at retirement means they are incentivized to remain long-term associates of our Company. Based on information provided by the Compensation Committee’s consultant, we believe that our retirement program, including the benefits that are earned based on service, is comparable to programs offered by the companies in our Compensation Peer Group. Our retirement program continues to be an essential component to ensure that our executive compensation program remains competitive. During 2025, the Company maintained the following two retirement plans available to all eligible associates: • Hancock Whitney Corporation Pension Plan • Hancock Whitney Corporation 401(k) Savings Plan The Hancock Whitney Corporation Nonqualified Deferred Compensation Plan was also available to our NEOs. These plans are described in more detail under “Executive Compensation – Pension Benefits” and “Executive Compensation – Nonqualified Deferred Compensation” herein. Perquisites and Other Benefits We seek to maintain a cost conscious culture in connection with the benefits we provide to our executive officers, consistent with our objective to tie a significant portion of executive compensation to Company performance. Our NEOs receive limited perquisites, such as club dues, professional organization dues, Company paid parking, Company provided auto allowances, executive physicals, and housing allowances for certain executives who do not reside permanently in the New Orleans, LA area, but have extensive business-related job responsibilities in the market. We also provide our executive officers long-term disability insurance coverage that provides tax-free benefits. Based on information provided by the Compensation Committee’s consultant, we believe the perquisites provided to our NEOs are reasonable in light of industry practices and perquisites available to executive officers of the companies in our Compensation Peer Group. We review the perquisites provided to our executive officers periodically to ensure that our benefits are consistent with our overall compensation objective of providing competitive compensation to our executive officers. Employment Contracts and Change in Control Agreements We do not have employment contracts with the NEOs. However, each NEO has a change in control agreement that protects the executive’s employment for two years following a change in control of the Company. The occurrence or potential occurrence of a change in control would create uncertainty regarding whether the employment of our executive officers whom we consider to be key employees would be continued. In the Compensation Committee’s view, providing these change in control protections better enables the executive officers to focus on the Company’s business and serve the shareholders’ interests, particularly during periods of consolidation or merger and acquisition activity within the banking industry. Under the agreements, if the executive’s employment is terminated by the Company without cause during the two-year period following a change in control, then the executive is entitled to a severance payment equal to a multiple of two or three times the executive’s base salary plus the average bonus paid to the executive for the three fiscal years preceding the termination, and continued medical coverage of 24 or 36 months, depending on the executive’s position. The executive is also entitled to this severance payment if the executive resigns due to disability during the protected period or because of a material reduction in the executive's base salary or duties, or the executive’s relocation during the protected period after notice and an opportunity to cure is provided to the Company. Under these agreements, the NEOs are responsible for any excise tax payments due. The agreements also bind the executives to certain non-solicitation, non-disparagement and confidentiality covenants. These agreements are described in more detail under “Executive Compensation – Potential Payments Upon Termination or Change in Control” herein. Tax and Accounting Considerations The Compensation Committee considers the tax and accounting implications in the design of its compensation programs. For example, in the selection of long-term incentive instruments, the Compensation Committee reviews the projected expense amounts and expense timing associated with alternative types of awards. The grant-date fair value of share-based awards that are settled in stock, such as RSAs, RSUs and PSUs, is expensed over the service period or vesting period of the grant. For those grants with a two-year post-vest holding requirement, the grant-date fair value is reduced by a liquidity discount to reflect the holding period requirement. Stock Ownership Guidelines 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.

  46. 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, | 2025 | 1,220,701 | 2,970,256 | 1,789,088 | 201,403 | 153,293 | 6,334,741 | | President and CEO | 2024 | 1,196,717 | 2,339,746 | 2,060,589 | 42,779 | 129,495 | 5,769,326 | | | 2023 | 1,165,685 | 2,428,302 | 1,291,253 | 150,460 | 529,568 | 5,565,268 | | Michael M. Achary, | 2025 | 630,137 | 904,050 | 769,619 | 97,943 | 52,066 | 2,453,815 | | Chief Financial Officer | 2024 | 593,784 | 737,922 | 852,015 | 89,240 | 44,035 | 2,316,996 | | | 2023 | 567,603 | 641,988 | 471,559 | 153,973 | 43,205 | 1,878,328 | | D. Shane Loper, | 2025 | 776,438 | 1,195,562 | 1,137,966 | 204,372 | 112,537 | 3,426,875 | | Chief Operating Officer | 2024 | 727,541 | 968,747 | 1,043,941 | 2,493 | 101,444 | 2,844,166 | | | 2023 | 697,603 | 789,030 | 579,561 | 153,914 | 479,314 | 2,699,422 | | Christopher S. Ziluca, | 2025 | 558,836 | 570,066 | 443,648 | ― | 26,548 | 1,599,098 | | Chief Credit Officer | 2024 | 535,027 | 474,901(6) | 499,008 | ― | 24,578 | 1,533,514 | | | | | | | | | ― | | Michael Otero, | 2025 | 493,836 | 504,437 | 392,046 | 82,257 | 17,732 | 1,490,308 | | Chief Risk Officer | 2024 | 468,784 | 270,536 | 437,225 | 28,224 | 15,270 | 1,220,039 | | | | | | | | | ― |

  47. Risk Assessment of Compensation Policies and Practices

    | 2025 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 | | | 732,421 | 1,464,842 | 2,929,683 | | | | | | | | PSU | 1/29/2025 | 2/28/2025(1) | | | | 15,709 | 31,418 | 62,836 | | 1,792,672 | | | RSU | 1/29/2025 | 2/28/2025(2) | | | | | | | 20,946 | 1,177,584 | | Michael M. Achary | Annual Cash | | | 315,068 | 630,137 | 1,260,274 | | | | | | | | PSU | 1/29/2025 | 2/28/2025(1) | | | | 4,782 | 9,563 | 19,126 | | 545,647 | | | RSU | 1/29/2025 | 2/28/2025(2) | | | | | | | 6,375 | 358,403 | | D. Shane Loper | Annual Cash | | | 465,863 | 931,726 | 1,863,452 | | | | | | | | PSU | 1/29/2025 | 2/28/2025(1) | | | | 6,323 | 12,646 | 25,292 | | 721,571 | | | RSU | 1/29/2025 | 2/28/2025(2) | | | | | | | 8,431 | 473,991 | | Christopher S. Ziluca | Annual Cash | | | 181,622 | 363,243 | 726,486 | | | | | | | | PSU | 1/29/2025 | 2/28/2025(1) | | | | 3,015 | 6,030 | 12,060 | | 344,062 | | | RSU | 1/29/2025 | 2/28/2025(2) | | | | | | | 4,020 | 226,004 | | Michael Otero | Annual Cash | | | 160,497 | 320,993 | 641,986 | | | | | | | | PSU | 1/29/2025 | 2/28/2025(1) | | | | 2,668 | 5,336 | 10,672 | | 304,462 | | | RSU | 1/29/2025 | 2/28/2025(2) | | | | | | | 3,557 | 199,975 |

  48. Risk Assessment of Compensation Policies and Practices

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 | | | | | | | 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 | 2/28/2025 | 20,946 | 1,333,841 | | | | | 2/28/2025 | | | 62,836 | 4,001,396 | | | 2/16/2024 | 11,817 | 752,507 | | | | | 2/16/2024 | | | 82,720 | 5,267,610 | | | 2/17/2023 | 5,030 | 320,310 | | | | | 2/17/2023 | | | 45,507 | 2,897,886 | | Michael M. Achary | 2/28/2025 | 6,375 | 405,960 | | | | | 2/28/2025 | | | 19,126 | 1,217,944 | | | 2/16/2024 | 4,975 | 316,808 | | | | | 2/16/2024 | | | 22,388 | 1,425,668 | | | 2/17/2023 | 1,781 | 113,414 | | | | | 2/17/2023 | | | 10,360 | 659,725 | | D. Shane Loper | 2/28/2025 | 8,431 | 536,886 | | | | | 2/28/2025 | | | 25,292 | 1,610,595 | | | 2/16/2024 | 6,531 | 415,894 | | | | | 2/16/2024 | | | 29,392 | 1,871,683 | | | 2/17/2023 | 2,189 | 139,396 | | | | | 2/17/2023 | | | 12,732 | 810,774 | | Christopher S. Ziluca | 2/28/2025 | 4,020 | 255,994 | | | | | 2/28/2025 | | | 12,060 | 767,981 | | | 2/16/2024 | 3,202 | 203,903 | | | | | 2/16/2024 | | | 14,408 | 917,501 | | | 2/17/2023 | 1,324 | 84,312 | | | | | 2/17/2023 | | | 7,700 | 490,336 | | Michael Otero | 2/28/2025 | 3,557 | 226,510 | | | | | 2/28/2025 | | | 10,672 | 679,593 | | | 2/16/2024 | 1,824 | 116,152 | | | | | 2/16/2024 | | | 8,208 | 522,685 | | | 2/17/2023 | 734 | 46,741 | | | | | 2/17/2023 | | | 4,267 | 271,723 |

  49. Risk Assessment of Compensation Policies and Practices

    | 2025 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 | ― | ― | 52,750 | 3,151,285 | | Michael M. Achary | ― | ― | 14,444 | 862,885 | | D. Shane Loper | ― | ― | 17,739 | 1,059,728 | | Christopher S. Ziluca | ― | ― | 10,105 | 603,673 | | Michael Otero | ― | ― | 5,382 | 321,521 |

  50. Risk Assessment of Compensation Policies and Practices

    | 2025 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 | 31 | 1,276,385 | ― | | Michael M. Achary | Hancock Whitney Corporation Pension Plan | 25 | 1,203,995 | ― | | D. Shane Loper | Hancock Whitney Corporation Pension Plan | 35 | 1,302,290 | ― | | Christopher S. Ziluca | Hancock Whitney Corporation Pension Plan | ― | ― | ― | | Michael Otero | Hancock Whitney Corporation Pension Plan | 11 | 384,839 | ― |

  51. Risk Assessment of Compensation Policies and Practices

    (1) Based on Accounting Standards Codification 715-20 assumptions used for disclosure as of December 31, 2025. The present value of the accumulated benefit obligation is determined using the following assumptions: Interest rate 5.36% 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.

  52. Risk Assessment of Compensation Policies and Practices

    | 2025 NONQUALIFIED DEFERRED COMPENSATION | | | | | | | Name | Executive Contributions in 2025 ($)(1) | Registrant Contributions in 2025 ($)(1) | Aggregate Earnings in 2025 ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($)(3) | | John M. Hairston | ― | ― | 3,046,220 | ― | 21,423,593 | | Michael M. Achary | 207,595 | ― | 499,185 | ― | 5,960,047 | | D. Shane Loper | ― | ― | 1,157,157 | ― | 9,359,593 | | Christopher S. Ziluca | 223,126 | ― | 124,017 | ― | 1,083,785 | | Michael Otero | 24,659 | ― | 41,959 | ― | 307,160 |

  53. Risk Assessment of Compensation Policies and Practices

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  54. 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 | ― | ― | ― | 9,648,310(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | 8,381,972(1) | ― | 6,182,806(2) | 8,769,920(4) | 7,617,414(5) | | Vesting of Nonqualified Deferred Compensation (6) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 54,072 | ― | | TOTAL | 8,381,972 | ― | 6,182,806 | 18,472,302 | 7,617,414 | | Michael M. Achary, Chief Financial Officer | | | | | | | Severance Benefit | ― | ― | ― | 2,805,157(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | 2,265,508(1) | ― | 1,552,242(2) | 2,442,878(4) | 2,154,985(5) | | Vesting of Nonqualified Deferred Compensation (6) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 54,072 | ― | | TOTAL | 2,265,508 | ― | 1,552,242 | 5,302,108 | 2,154,985 | | D. Shane Loper, Chief Operating Officer | | | | | | | Severance Benefit | ― | ― | ― | 3,438,738(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | 2,915,893(1) | ― | 1,984,049(2) | 3,145,597(4) | 2,770,968(5) | | Vesting of Nonqualified Deferred Compensation (6) | ― | ― | 553,105 | 553,105 | 553,105 | | Medical Insurance | ― | ― | ― | 54,072 | ― | | TOTAL | 2,915,893 | ― | 2,537,155 | 7,191,512 | 3,324,073 | | Christopher S. Ziluca, Chief Credit Officer | | | | | | | Severance Benefit | ― | ― | ― | 2,058,285(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | ― | ― | 1,062,897(2) | 1,644,652(4) | 1,455,107(5) | | Vesting of Nonqualified Deferred Compensation (6) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 17,604 | ― | | TOTAL | ― | ― | 1,062,897 | 3,720,541 | 1,455,107 | | Michael Otero, Chief Risk Officer | | | | | | | Severance Benefit | ― | ― | ― | 1,778,935(3) | ― | | Vesting of Long Term Incentives: RSUs and PSUs | 1,164,933(1) | ― | 598,113(2) | 1,010,880(4) | 940,098(5) | | Vesting of Nonqualified Deferred Compensation (6) | ― | ― | ― | ― | ― | | Medical Insurance | ― | ― | ― | 54,072 | ― | | TOTAL | 1,164,933 | ― | 598,113 | 2,843,886 | 940,098 |

  55. 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 2025 W-2 Box 5 Wages (Medicare Wages and Tips) for all individuals, excluding our CEO, who were employed by us on December 31, 2025, 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 2025. 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 2025 Summary Compensation Table above. The total annual compensation of our median associate was $71,697. The total annual compensation of our CEO was $6,176,116. Accordingly, the ratio of CEO pay to median associate pay was approximately 87:1.

  56. 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.

  57. 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) | | 2025 | $6,334,741 | $10,017,400 | $2,242,524 | $3,047,707 | $213.75 | $152.71 | $486,073 | $5.72 | | 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 |

  58. Pay Versus Performance

    Non-CEO NEOs included Mr. Achary, Mr. Loper, Mr. Ziluca, and Mr. Otero for 2025 and 2024 and Mr. Achary, Mr. Loper, Mr. Exnicios, and Mr. Knight for 2023, 2022, and 2021. (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.

  59. Pay Versus Performance

    | | CEO | | | | | Average of Non-CEO NEOs | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as Reported in the “Total” column of the SCT | $6,334,741 | $5,769,326 | $5,565,268 | $6,660,310 | $5,938,806 | $2,242,524 | $1,978,679 | $1,950,896 | $2,291,358 | $2,210,600 | | Deduction for Grant Date Fair Values of Stock Awards Granted in the Year as Reported in the “Stock Awards” column of the SCT | 2,970,256 | 2,339,746 | 2,428,302 | 2,327,705 | 2,382,878 | 793,529 | 613,027 | 647,238 | 618,057 | 711,288 | | 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 | 3,638,242 | 3,414,897 | 2,032,615 | 2,618,488 | 4,434,765 | 971,986 | 879,322 | 553,326 | 681,623 | 1,274,104 | | 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 | 2,717,772 | 301,250 | (58,458) | 1,058,257 | 909,106 | 581,548 | 65,097 | (9,211) | 287,388 | 257,209 | | 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 | 403,942 | 1,296,020 | 63,304 | 98,425 | 174,504 | 81,213 | 254,941 | 22,692 | 34,633 | 69,782 | | 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 | 201,403 | 42,779 | 150,460 | - | 33,171 | 96,143 | 29,989 | 95,777 | - | 29,156 | | Increase for actuarially determined service cost and prior service cost for services related to defined benefit pension plans during the applicable year | 94,362 | 82,197 | 73,225 | 53,200 | 60,166 | 60,108 | 54,102 | 64,756 | 50,110 | 56,263 | | Compensation Actually Paid | 10,017,400 | 8,481,165 | 5,097,193 | 8,160,975 | 9,101,298 | 3,047,707 | 2,589,125 | 1,839,444 | 2,727,056 | 3,127,514 |

  60. Pay Versus Performance

    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 159.3%, as of December 31, 2025 and 136%, as of December 31, 2024; the PSUs subject to the EPS metric which were granted February 17, 2023, assumed a payout at 65% as of December 31, 2025 and 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; (ii) the share price used to determine fair value as of December 31, 2025, 2024, 2023, 2022 and 2021 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, 2025, 2024, 2023, 2022 and 2021 and for awards subject to the ROAA and ROATCE metrics, the assumptions used in the Monte Carlo calculation to determine the fair value as of December 31, 2025 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 section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025: “Share-Based Payment Arrangements” in Note 19 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, ROAA and ROATCE 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, 2021 – December 31, 2025, 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 113.75% over the reporting period (50.54% in 2021, -1.23% in 2022, 3.18% in 2023, 16.08% in 2024 and 20.02% in 2025), outperforming the Regional Banking Index by 61.04% over the reporting period (13.90% in 2021, 5.70% in 2022, 3.58% in 2023, 2.87% in 2024 and 13.52% in 2025). During the reporting period, CAP to the CEO increased 10% in the aggregate, and average CAP to the other NEOs decreased 3% 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 2025, 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 2023. 50% of the PSUs awarded in 2021, 2022, 2023 and 2024 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, 2025, 2024, 2023, 2022 and 2021, 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 5% over the reporting period. During the reporting period, CAP to the CEO increased 10% in the aggregate, and average CAP to the other NEOs decreased 3% in the aggregate. The Compensation Committee did not use net income as a distinct metric for purposes of determining or paying compensation during 2025, 2024, 2023, 2022 or 2021. Adjusted EPS The graph below presents, for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021, 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 3% over the reporting period. During the reporting period, CAP to the CEO increased 10% in the aggregate, and average CAP to the other NEOs decreased 3% in the aggregate. For 2024, 2023, 2022 and 2021, 50% of the annual cash incentive and 50% of the PSUs awarded were dependent on achievement of Adjusted EPS goals. For 2025, 40% of the annual cash incentive awarded was dependent on the 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 2025 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 – 2025 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.

  61. 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 |

  62. 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. (2)

  63. Pay Versus Performance

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

  64. 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 2026 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.

  65. Pay Versus Performance

    | TRANSACTIONS WITH RELATED PERSONS |

  66. Pay Versus Performance

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

  67. Pay Versus Performance

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  68. Pay Versus Performance

    Pre-Approval Policies and Procedures The Company’s Audit Committee selected PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for 2025. As part of its role in overseeing the independent registered public accounting firm, the Audit Committee has adopted policies and procedures to pre-approve all audit and permissible non-audit services performed by the independent registered public accounting firm. The policy requires that on an annual basis the Audit Committee pre-approve the general engagement of the independent registered public accounting firm to provide defined audit, audit-related and possible tax services within pre-approved fee levels. Unless otherwise provided, such pre-approvals shall remain in effect for 12 months. The Audit Committee may revise the list of generally pre-approved services from time to time. The Audit Committee may also grant general pre-approval for other permissible non-audit services classified as all other services, provided that such services would not impair the independent registered public accounting firm’s independence. Pre-approval may be granted by action of the full Audit Committee or, in the absence of such action, the Audit Committee Chair or the Audit Committee Chair's designee may pre-approve individual engagements up to a limit of $100,000. Any pre-approval granted by less than the full Audit Committee must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee will consult the SEC’s rules and relevant guidance in applying this policy. During 2025, the Audit Committee pre-approved all services provided by PwC. Fees and Related Disclosures for Accounting Services The Audit Committee pre-approved all professional services provided by PwC and the related fees in 2025 and 2024. The following table discloses the fees for professional services provided by PwC in each of the last two fiscal years to the Company and its subsidiaries:

  69. Pay Versus Performance

    | | 2025 | 2024 | | Audit Fees(1) | $2,414,000 | $2,169,000 | | Audit-Related Fees (2) | 62,000 | 61,000 | | Tax Fees (3) | - | - | | All Other Fees (4) | 1,000 | 1,000 | | Total | $2,477,000 | $2,231,000 |

  70. Pay Versus Performance

    (1) Audit fees are fees for professional services rendered in connection with the integrated audits of our annual consolidated financial statements, including the audit of the effectiveness of our internal control over financial reporting, reviews of the quarterly consolidated financial statements included in Form 10‑Q filings, and services that are normally provided by PwC in connection with subsidiary financial statement audits, attestation reports, and comfort letters and consents related to SEC filings. (2) Audit‑related fees generally include fees for assurance and related services for compliance reporting. (3) No tax fees were incurred during 2025 or 2024. All other fees were generally for accounting disclosure software licensing.

  71. Pay Versus Performance

    | AUDIT COMMITTEE REPORT |

  72. Pay Versus Performance

    The Audit Committee assists the Board in monitoring the Company’s accounting and financial reporting processes and has a key role in the oversight and supervision of PricewaterhouseCoopers LLP (PwC), the Company’s independent registered public accounting firm. The Audit Committee’s role includes sole authority to: (1) appoint or replace the Company’s independent registered public accounting firm; (2) pre-approve all audit or permissible non-audit services that the Company’s independent registered public accounting firm performs on behalf of the Company; and (3) approve compensation related to all auditing services and any permissible non-audit services. The Audit Committee monitors management’s evaluation of the effectiveness of internal control over financial reporting and retains and monitors the activities of PwC. The Audit Committee also oversees the Company’s procedures for the receipt, retention and treatment of complaints the Company receives regarding accounting, internal accounting controls or auditing matters. For greater detail regarding the functions and responsibilities of the Audit Committee, please refer to the Audit Committee Charter, which is available on the Company’s Investor Relations website at investors.hancockwhitney.com under Governance – Committee Composition. The Audit Committee reviews and reassesses the adequacy of the Audit Committee charter on an annual basis. The Audit Committee is in compliance with the Audit Committee Charter. Management has the primary responsibility for the financial statements and reporting processes, including the system of internal control over financial reporting. In fulfilling its oversight responsibilities for 2025, the Audit Committee reviewed and discussed with management the audited financial statements as of and for the year ended December 31, 2025. Management has represented to the Audit Committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Audit Committee reviewed the audited financial statements with the independent registered public accounting firm who is responsible for expressing an opinion on the conformity of those statements with GAAP and discussed with the independent registered public accounting firm the matters required to be communicated by the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit Committee has also received the written disclosures and letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm their independence and considered the compatibility of non-audit services with the independent registered public accounting firm’s independence. The Audit Committee discussed with the Company’s internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and the independent registered public accounting firm to discuss the results of audits, evaluations of the Company’s system of internal control over financial reporting, and the overall quality of the Company’s financial reporting. Both the internal auditors and the independent registered public accounting firm have unrestricted access to the Audit Committee. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2025 be included in the Annual Report on Form 10-K for filing with the SEC. The Audit Committee has selected PwC as the Company’s independent registered public accounting firm for 2026, subject to ratification by a majority of the shares represented at the annual meeting. Audit Committee of the Board of Directors, Christine L. Pickering, Chair Sonya C. Little, Vice Chair Moses H. Feagin Jerry L. Levens

  73. Pay Versus Performance

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

  74. Pay Versus Performance

    The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s consolidated financial statements and to attest to the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and until their successors are selected. PwC has served continuously as the Company’s auditor since 2009. PwC is a registered public accounting firm with the PCAOB, as required by the Sarbanes-Oxley Act of 2002 and the rules of the PCAOB. The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent auditor. In addition, the Audit Committee recognizes that restrictions exist as to the hiring of any current or former partner, principal, shareholder or professional employee of its independent auditor and has reasonable measures in place to ensure any such potential candidates are reviewed prior to hiring for compliance with such restrictions. The Audit Committee also requires the lead PwC partner assigned to the Company’s audit to be rotated at least every five years. The Audit Committee and its chairperson are directly involved in the selection of the new lead partner. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent auditor and determines whether to re-engage the current independent auditor for the following year. In doing so, the Audit Committee considers, among other things: (i) external data relating to audit quality and performance, including recent PCAOB reports on PwC and its peer firms; (ii) PwC’s tenure as our independent auditor and its familiarity with our operations and business, accounting policies and practices and internal control over financial reporting; (iii) the quality and efficiency of the services provided by the auditors, the auditors’ capabilities and expertise; (iv) whether the firm or any of its partners has any direct or any material indirect financial interest in the securities of the Company or any of its subsidiaries, except as auditors and consultants on accounting procedures and tax matters; and (v) PwC’s independence. Based on this evaluation, the members of the Audit Committee and the Company’s Board believe that the continued retention of PwC in 2026 is in the best interests of the Company and its shareholders. The Board anticipates that representatives of PwC will be in attendance at the annual meeting and will be available to respond to questions. Although not required to do so, the Company’s Board has chosen to submit its selection of PwC for ratification by the Company’s shareholders. It is the intention of the persons named in the proxy to vote such proxy FOR the ratification of this selection. If this proposal does not pass, the Audit Committee will reconsider the selection. The proposal will be ratified if the votes cast favoring the appointment exceed the votes cast opposing it. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.