HANCOCK WHITNEY CORP

In 2024, our executive officer compensation program consisted of the following elements: base salary, annual cash incentives, long-term equity incentives, retirement benefits, change in control protections, and other benefits including limited perquisites.

Base Salary

We pay base salaries to our executive officers as compensation for performing their day-to-day responsibilities. Base salaries are set based on a variety of factors, including scope of the job, experience, market comparable positions, internal pay equity and alignment, and an overall assessment of Company and individual performance. We rely substantially on industry and Compensation Peer Group compensation data provided by the Compensation Committee’s independent compensation consultant to evaluate whether the base salaries of our executives are competitive in the marketplace and also evaluate the actual performance of each executive to determine if base salary increases are warranted.

The Compensation Committee believes that executives’ base salaries should generally align with the market 50 th percentile of the Compensation Peer Group. The Compensation Committee may, however, set an executive’s salary above the Compensation Peer Group median if it determines that specific performance, needs, or other circumstances justify a base salary at a higher level.

After reviewing the 2023 Compensation Peer Group compensation study, provided by its independent compensation consultant, the Compensation Committee determined that the base salaries of our NEOs were within the competitive range for peer executives. In early 2024, the Compensation Committee, in consultation with its independent compensation consultant, approved the following base salary increases for each of our NEOs, effective April 1, 2024, in recognition of individual and Company performance, which positioned the base salary of the NEOs within approximately 5% of the median of the Compensation Peer Group.

Annual Cash Incentive

The Company uses annual cash incentives to focus attention on current strategic priorities and drive achievement of short-term corporate strategic objectives. Each NEO has a target annual incentive opportunity that may be earned between 0% and 200% based on corporate performance.

For purposes of the annual cash incentive, the Compensation Committee measures corporate performance based on actual performance compared to pre-established performance goals as a base completion percentage. The Compensation Committee may also review the Company’s performance compared to the performance of certain regional and top quartile peers, together with the Company’s progress with respect to certain corporate strategic objectives to further assess overall corporate performance. The Compensation Committee has the discretion to increase or decrease the amount of annual cash incentive earned based on these factors.

For 2024, the annual cash incentive plan used four key performance measurement metrics: adjusted EPS, adjusted pre-provision net revenue, and two credit quality metrics. The credit quality metrics compare the percentage of total commercial loans classified as criticized as of September 30, 2024 and the percentage of total loans classified as non-performing as of September 30, 2024. The Compensation Committee may also approve adjustments as it deems appropriate as discussed below based on its overall assessment of Company performance against the performance of regional and top quartile peers and consideration of other corporate strategic objectives.

The financial performance goals for the annual cash incentive and actual results for 2024 are set forth below:

(1) End of Period

For 2024, comparing actual corporate performance to the 2024 corporate performance goal targets, the resulting completion percentage was driven by above target performance for two of the four corporate performance goal metrics and maximum performance for the two credit quality metrics. After considering these results and reviewing our overall financial performance compared to regional and top quartile peers and relative impact to annual plan in comparison to peers, the Compensation Committee determined that annual cash incentive awards to our executive officers were earned based on the actual aggregate completion percentage of 143.49%. No modifications or discretion were utilized by the Compensation Committee.

In addition to awards made under our annual cash incentive plan for corporate performance, the plan also allows for the Compensation Committee (for all officers) and the CEO (for officers other than himself) to recommend adjustments based on results of near-term performance related to one-time initiatives, specific development efforts, or short-term projects. For 2024, no such adjustments were recommended. For the year ended December 31, 2024, the following cash bonuses were awarded:

For 2025, the annual cash incentive plan will use the following three performance measurement metrics: adjusted EPS, adjusted pre-provision net revenue and net charge-offs. The adjusted EPS and the adjusted pre-provision net revenue performance measures will each weight at 40% of the plan component and the net charge-offs will weight at 20% of the plan component. We believe these performance metrics provide a direct alignment of executive and shareholder interests.

Long-Term Incentives

The purpose of our long-term incentive program is to ensure that our executives focus not only on short-term returns but also on achieving long-term Company goals, growth and creation of shareholder value. We further believe that equity ownership by our executive officers aligns executives’ interests with those of our shareholders. In 2024, the Compensation Committee used both performance-based stock unit awards (PSUs) and time-based restricted stock unit awards (RSUs) for long-term incentive compensation, with a higher percentage of the total award value being delivered to our NEOs in the form of PSUs. The relative weighting of the award values strengthens the alignment of the executive and shareholder interests. The PSUs only provide value to the executive if threshold achievement is met, as described below. We used RSUs as a portion of our long-term awards because we believe they provide an effective retention incentive for the executives and align the interests of our executives with those of our shareholders.

The Compensation Committee sets the target value of the equity awards granted as a percentage of each executive’s base salary, with the target percentage based upon the executive’s position. We believe using a percentage of base salary as the target provides us greater control and consistency relative to the value of equity awards we grant each year. For 2024, the long-term incentive allocations for the NEOs were set as follows:

The RSUs approved and granted in 2024 vest based on continued service, with the awards vesting in annual increments over a three-year period. Cash dividend equivalents based on the amount of any dividends paid by the Company on its common stock during the vesting period are accrued and accumulated interest-free on each of the RSUs and paid only if and when the underlying unit(s) become vested.

For the PSUs approved and granted in 2024, the Company bifurcated the grant into two equally weighted performance measures, one using a three-year relative TSR performance metric and the other a two-year EPS metric, both of which vest after a three-year service period based upon actual certified results. We believe these performance metrics provide a direct alignment of executive and shareholder interests.

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TSR Performance Metric – The payout level of the TSR performance metric is determined based on the relative rank of the Company’s TSR among a published company peer group index (the KBW Regional Bank Index). The portion of the PSUs based on relative TSR over the three-year performance period will pay 0% of target for performance below the peer group’s 25 th percentile, 50% of target for performance at the peer group’s 25 th percentile (threshold), 100% of target for performance at the peer group’s 50 th percentile (target), and 200% of target for performance at the peer group’s 75 th percentile (maximum).

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Adjusted EPS Performance Metric – The adjusted EPS performance metric has a two-year performance measurement period and three-year service period. The target award will be earned between 0% and 200% based upon the level of collective adjusted EPS achieved over the performance period as compared to the target level, with 80% of target adjusted EPS (threshold) earning 50% payout and 120% of target adjusted EPS (maximum) earning 200% payout. The two-year EPS goals have been approved by the Compensation Committee and reflect our strategic plan as well as projected growth targets. The Compensation Committee believes that the growth targets represent appropriately challenging performance that will lead to increased shareholder value if achieved.

For all PSUs granted, results that fall in-between the “maximum,” “target” and “threshold” levels of the applicable performance criteria will be paid out on a sliding scale.

All awards granted to NEOs in 2024 include a two-year post-vest holding period applicable to the net shares issued upon vesting of the award and after payment of withholding taxes.

NEOs received the following long-term incentive awards for fiscal year 2024:

(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 EPS metric are valued as of the grant date based on the expected probability of achieving the goals, and the PSUs subject to the TSR metric 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 18 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

PSUs granted in 2022 with a three-year service-vesting period ending February 1, 2025 vested on February 1, 2025, after certification of performance results by the Compensation Committee on January 29, 2025. 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 above the 50 th percentile, which resulted in our executive officers vesting at 117.39% 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 above target performance, which resulted in our executive officers vesting at 122.43% of the target awards. In the aggregate, our NEOs vested in 119.91% of the targeted shares equaling 65,514 shares valued at $3,913,806 calculated using the closing price of our common stock on January 31, 2025, 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.

For the 2025 long term incentive plan, the Company approved splitting into three performance measures: one using a relative three-year TSR performance metric weighted at 34%, one using a relative three-year average operating ROAA weighted at 33% and one using relative three-year average ROATCE weighted at 33%, all of which vest after a three-year service period based upon actual certified results with no post vest hold. We believe these performance metrics provide a direct alignment of executive and shareholder interests.

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 2024, the Company maintained the following two retirement plans available to all eligible associates:

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Hancock Whitney Corporation Pension Plan

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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.

Under the guidelines, our Chief Executive Officer is required to maintain ownership of Company common stock worth five times his base salary. Each of our other executive officers is required to maintain ownership of Company common stock worth three times his or her base salary. The value of the executive’s stock holdings and satisfaction of the ownership guidelines are measured as of January 1 each year by reference to the closing price of a share of common stock of the Company on the last trading day of the immediately preceding calendar year. The executives are expected to make continuous progress toward their respective ownership requirements and satisfy the applicable ownership guidelines within five years following the effective date of the amended guidelines or such later date that the executive becomes subject to the guidelines based on the date initially designated by the Board as an executive officer. Until the executive officer has satisfied the stock ownership guidelines, the executive officer must retain one-half of any shares acquired from the Company (net of any tax withholdings). Once the guidelines have been satisfied, any future sales of stock are only permitted to the extent that the guidelines continue to be met immediately following such sale.