Independent
Tenure on this board
26.4 yrs
5 nominees · 3 ballot items.
Shareholders will vote to elect five directors to three-year terms, approve on an advisory basis the compensation of the named executive officers (say-on-pay), and ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Elect five director nominees (Frank E. Bertucci, Constantine S. Liollio, Thomas H. Olinde, Joan C. Teofilo, and C. Richard Wilkins) to serve until the 2029 annual meeting.
A non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables and narrative.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation disclosed for the Company’s named executive officers in the proxy materials. Management seeks shareholder endorsement to reaffirm its pay-for-performance framework which ties a majority of executive pay to measured corporate results through annual cash incentives and long-term performance stock units (PSUs). The 2025 program emphasizes performance-based pay: approximately 60% of long-term incentives are PSUs (measured by relative TSR, relative ROAA and relative ROATCE) and a substantial portion of annual incentives is tied to adjusted EPS, adjusted pre-provision net revenue, and a credit-quality metric. The Compensation Committee certified 2025 results that produced an aggregate annual cash incentive payout at 122.14% of target and disclosed that 2023 PSUs vested at 129.24% of target, illustrating material alignment between payouts and realized company performance. Management also describes robust governance practices supporting the program, including independent committee oversight, recoupment policies, stock ownership guidelines, and a high proportion of at-risk compensation to align executives with shareholders. The Board and Compensation Committee argue that these features, together with a comparative peer-based review and consultant input, justify shareholder approval as a signal of support for the compensation philosophy and specific 2025 outcomes. The vote is advisory only; however, the Board commits to consider the vote’s outcome when making future compensation decisions. In the Company’s context—improving adjusted PPNR, EPS growth, dividend increases, and share repurchases in 2025—the Board frames the compensation program as both reward for performance and a mechanism to retain executives while protecting shareholders via governance safeguards. Overall, the proposal centers on endorsing a program that ties pay to both short- and long-term financial metrics and peer-relative performance while preserving Board discretion to respond to shareholder feedback.
Ratify the Board’s selection of PricewaterhouseCoopers LLP as Hancock Whitney Corporation’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.72% | 6,269,452 | $399M |
| 2 | FMR LLC | 6.48% | 5,262,608 | $335M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.07% | 4,925,020 | $313M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.65% | 4,581,948 | $291M |
| 5 | STATE STREET CORP | 5.23% | 4,246,980 | $270M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.60% | 3,729,942 | $237M |
| 7 | BlackRock, Inc. | 3.55% | 2,878,564 | $183M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 2.67% | 2,164,281 | $138M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.35% | 1,909,838 | $121M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.30% | 1,863,989 | $119M |
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