HANCOCK WHITNEY CORP
For the period ended Mar 10, 2025. Filed Mar 11, 2025.
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Mar 10, 2025 · Filed Mar 11, 2025
Contents
PROXY STATEMENT SUMMARY
This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider prior to voting. Please read the entire proxy statement carefully before voting.
| 2025 Annual Meeting Information(see pages 5-9) | |
|---|---|
| Date: | Wednesday, April 23, 2025 |
| Time: | 11:00 a.m. Central Time |
| Location: | Please visit www.virtualshareholdermeeting.com/HWC2025 |
| Record Date: | February 28, 2025 |
| Admission: | To attend and participate in the meeting, you will need the control number included on your proxy card or notice if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker. Although you may vote online during the virtual Annual Meeting, we encourage you to vote via the Internet, by telephone or by mail prior to the meeting as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted. |
| Items of Business | ||||
|---|---|---|---|---|
| | | Proposal | Board Recommendation | Page Number |
| 1. | | Elect six directors to serve until the 2028 annual meeting of shareholders | FOR all Nominees | 9 |
| | | | | |
| 2. | | Approve, on an advisory basis, the compensation of our named executive officers | FOR | 59 |
| | | | | |
| 3. | | Approve an amendment to the Hancock Whitney Corporation 2020 Long Term Incentive Plan to increase the number of shares available by 1,300,000; and | FOR | 60 |
| 4. | | Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025 | FOR | 68 |
Fiscal 2024 Company Performance Highlights(see pages 34-35)
Hancock Whitney exhibited solid performance in 2024 and we believe our results reflect our continued strength and stability. Net income for the year ended December 31, 2024 was $460.8 million, or $5.28 per diluted common share, compared to $392.6 million, or $4.50 per diluted common share in 2023. The results for 2024 include a net charge of $3.8 million (pre-tax), or $0.03 per share after tax, related to the FDIC special assessment charge. The results for 2023 include a net charge of $75.4 million (pre-tax), or $0.68 per share after tax, comprised of the following supplemental disclosure items: a $65.4 million loss on restructuring of the securities portfolio; a $26.1 million FDIC special assessment charge; and a $16.1 million gain on the sale of a parking facility. We ended 2024 with strong capital, ample liquidity, a seasoned and diversified deposit base, and a solid allowance for credit losses. The following is an overview of financial results for the year ended December 31, 2024: •Net income of $460.8 million, or $5.28 per diluted common share, in 2024•Adjusted pre-provision net revenue* totaled $641.0 million in 2024, up $5.3 million from 2023•Loans at December 31, 2024 were $23.3 billion, compared to $23.9 billion at December 31, 2023; decline reflects a strategic reduction of the shared national credit portfolio as we focus on originating more granular loans•Total assets at December 31, 2024 were $35.1 billion, down $496.8 million, or 1%, compared to December 31, 2023•Deposits of $29.5 billion at December 31, 2024 decreased $197.2 million, or 1%, from December 31, 2023; noninterest bearing deposits comprised 36% of total deposits at December 31, 2024, compared to 37% at December 31, 2023
Total available on and off-balance sheet liquidity exceeded total noncollateralized, uninsured deposits throughout 2024 •Criticized commercial loans and nonaccrual loans normalized in 2024; robust allowance for credit loss to total loans of 1.47% at December 31, 2024 •Capital ratios remain strong and well above regulatory minimums with common equity tier 1 ratio (CET1) of 14.14% at December 31, 2024, up 181 bps from December 31, 2023; tangible common equity ratio was 9.47% at December 31, 2024, up 110 bps from December 31, 2023; remain well-capitalized including all unrealized losses•Net interest margin increased 3 basis points (bps) to 3.37% in 2024, driven by the changing interest rate environment•Efficiency ratio* of 55.36% in 2024, compared to 55.25% in 2023•In April 2024, the company’s Board of Directors declared a 33% increase in the regular quarterly cash dividend to $0.40 per share, reflecting our strong regulatory ratios allowing for improved shareholder returns * For more information and for a reconciliation of this and other non-GAAP financial measures, refer to Appendix A to this proxy statement.
Corporate Governance Highlights
Independent Oversight•Independent director, Jerry L. Levens, serves as the chairman of our Board. His responsibilities and duties promote our Board’s independent functioning.•With the exception of Mr. Hairston, who is our only employee director, all of our directors are independent under the listing standards of The NASDAQ Stock Market, LLC. •Our independent directors meet regularly in executive session without members of management present.•With the exception of our Executive Committee, which includes Mr. Hairston, our Board committees and committee leadership are comprised entirely of independent directors.Shareholder Engagement•We strive to maintain open and transparent communications with our shareholders and aim to optimize opportunities for engagement. •We utilize various channels to engage with shareholders and analysts including face-to-face and virtual meetings, conferences, road shows, investor calls, quarterly earnings calls, and annual shareholder meetings, as well as distributing regular communications through our quarterly shareholder letter and annual proxy statement.•In 2024, we communicated with approximately 315 current and potential analysts and investors at 51 different investor conferences or industry sponsored calls, and in individual management calls. Additionally, we held annual review meetings with the rating agencies S&P Global and Moody’s Investor Services.•We maintain ongoing responsiveness to institutional and retail shareholders who directly contact us, and we remain committed to timely follow-up.Diversifying and Refreshing the Board’s Perspective•Our Board seeks out independent, highly qualified candidates who also reflect a breadth of experience, skills, perspective, background, and geography, encouraging cognitive diversity and aiding in effective, independent oversight on behalf of all shareholders and stakeholders.•Our Board values fresh perspectives and 27% of our directors have been added since 2019.•Half of the directors added to our Board since 2019 are women and one-third of our current directors are women, with four of the five women on our Board serving in leadership roles. •Our ongoing director training program provides continuing education on various issues of importance to the Company.•We have a mandatory retirement policy for directors that prohibits re-election after their 72nd birthday.•Our Board has established an ongoing Board succession planning process to ensure our Board continues to have the depth and breadth of experience and perspective needed for a strong financial institution.
Good Governance Practices•Our Corporate Governance and Nominating Committee is responsible for overseeing the Company’s corporate governance strategies and initiatives.•Our Compensation Committee is responsible for overseeing the Company’s human capital strategies.•We have established a Sustainability Committee chaired by our Chief Risk Officer and comprised of senior executives. This management committee is responsible for assisting with the development and implementation of strategies and initiatives relating to overall corporate responsibility and environmental governance.
Each member of our Audit Committee has banking or related financial management expertise and all four members are “financial experts” as defined by the Securities and Exchange Commission (SEC).•Our Insider Trading Policy prohibits directors, officers and other associates from hedging Hancock Whitney stock.•During 2024, none of our directors held shares of Company stock that were pledged.•We have stock ownership and retention guidelines for directors and executive officers.•During 2024, each of the incumbent directors attended at least 75% of the aggregate number of meetings of the Board and the committees of the Board on which he or she served and all directors attended our 2024 annual meeting of shareholders. •Our directors perform an annual evaluation of the Board to satisfy its obligation to represent the long-term interests of our shareholders, clients, communities and associates. •Our Corporate Governance Guidelines prohibit our directors from serving on more than three other public company boards in addition to our Board.
Executive Compensation Best Practices(see pages 36-37)
Significant percentage of executive target compensation is performance-based •Majority of long-term incentives awarded to executives are performance-based •No excise tax gross-up provisions in change in control agreements •Compensation recoupment policy compliant with applicable listing standards of Nasdaq and Rule 10D-1 under the Exchange Act including mandatory and discretionary recoupment•Limited perquisites •Stock ownership requirements
| Current Directors and Director Nominees | |||||
|---|---|---|---|---|---|
| Name | 2025Nominee | Director Since | Independent | Position | CurrentCommittee Memberships |
| Moses H. Feagin Sr. | ü | 2024 | ü | Executive Vice President, Treasurer and Chief Financial Officer of Alabama Power | AuditBoard Risk |
| Randall W. Hanna | ü | 2009 | ü | Dean of Florida State University Panama City and Florida State University College of Applied Studies | Board RiskExecutive |
| H. Merritt Lane, III | ü | 2021 | ü | Chairman, President and Chief Executive of Canal Barge Company, Inc. | Board RiskCompensation |
| Sonya C. Little | ü | 2016 | ü | Former Chief Administrative Officer of Strategic Property Partners | Audit (Vice Chair)Corporate Governance & Nominating |
| Sonia A. Pérez | ü | 2021 | ü | Retired President of Southeast States, AT&T Inc. | Board Risk |
| Albert J. Williams | ü | Nominee | ü | Vice President and Senior Advisor, Corporate Affairs for Chevron Corporation | |
| Frank E. Bertucci | 2000 | ü | President of F.E.B. Distributing Co., Inc. and Chief Executive Officer of Capital City Beverage | Board Risk (Chair)Executive | |
| Hardy B. Fowler | 2011 | ü | Managing Member of Hardy B. Fowler L.L.C. | Audit Compensation (Chair)Board RiskExecutive | |
| John M. Hairston | 2006 | President of the Company and Chief Executive Officer of the Company and the Bank | Executive | ||
| Suzette K. Kent | 2020 | ü | CEO of Kent Advisory Services, LLC and Former Federal Chief Information Officer of the United States | Corporate Governance & Nominating (Vice Chair) | |
| Jerry L. Levens(Chairman of the Board) | 2009 | ü | Retired Partner of CPA firm of Alexander, Van Loon, Sloan, Levens & Favre, PLLC | AuditCompensationExecutive (Chair) | |
| Constantine S. Liollio | 2016 | ü | Senior Vice President, Special Projects, Plains All American | Compensation (Vice Chair)Corporate Governance &NominatingExecutive | |
| Thomas H. Olinde | 2009 | ü | President of Olinde Hardware and Supply Co., Inc. and Managing Member and Director of B. Olinde and Sons Co., LLC | CompensationCorporate Governance &Nominating (Chair)Executive | |
| Christine L. Pickering | 2000 | ü | Owner of Christy Pickering, CPA | Audit (Chair)Corporate Governance & NominatingExecutive | |
| Joan C. Teofilo | 2016 | ü | President and Chief Executive Officer of The Energy Authority | Board Risk (Vice Chair) | |
| C. Richard Wilkins | 2016 | ü | Sole Member, C. Richard Wilkins, Attorney at Law, PLLC | Board Risk | |
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