Hancock Whitney Corp. Files DEF 14A with Executive Compensation Details

Ticker: HWCPZ · Form: DEF 14A · Filed: Mar 12, 2024 · CIK: 750577

Hancock Whitney CORP DEF 14A Filing Summary
FieldDetail
CompanyHancock Whitney CORP (HWCPZ)
Form TypeDEF 14A
Filed DateMar 12, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$4, $5.98, $75.4 million, $0.68, $65.4 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Hancock Whitney, Stock Awards, Pension Benefits

TL;DR

<b>Hancock Whitney Corp. files DEF 14A detailing executive compensation and related adjustments for 2020-2022.</b>

AI Summary

HANCOCK WHITNEY CORP (HWCPZ) filed a Proxy Statement (DEF 14A) with the SEC on March 12, 2024. Filing is a DEF 14A for Hancock Whitney Corp. (HWCPZ). The filing details executive compensation components for PEO and Non-PEO members. Includes data on changes in fair value of awards and pension benefits. Covers compensation reporting for fiscal years 2020, 2021, and 2022. Specific adjustments for stock awards and defined benefit pension plans are noted.

Why It Matters

For investors and stakeholders tracking HANCOCK WHITNEY CORP, this filing contains several important signals. This filing provides transparency into how executive compensation is calculated, including adjustments for stock awards and pension plans. Understanding these details is crucial for shareholders to assess executive pay practices and their alignment with company performance.

Risk Assessment

Risk Level: low — HANCOCK WHITNEY CORP shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation without immediate market-moving information.

Analyst Insight

Shareholders should review the executive compensation tables to understand pay structures and potential impacts on future performance.

Key Numbers

Key Players & Entities

FAQ

When did HANCOCK WHITNEY CORP file this DEF 14A?

HANCOCK WHITNEY CORP filed this Proxy Statement (DEF 14A) with the SEC on March 12, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by HANCOCK WHITNEY CORP (HWCPZ).

Where can I read the original DEF 14A filing from HANCOCK WHITNEY CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by HANCOCK WHITNEY CORP.

What are the key takeaways from HANCOCK WHITNEY CORP's DEF 14A?

HANCOCK WHITNEY CORP filed this DEF 14A on March 12, 2024. Key takeaways: Filing is a DEF 14A for Hancock Whitney Corp. (HWCPZ).. The filing details executive compensation components for PEO and Non-PEO members.. Includes data on changes in fair value of awards and pension benefits..

Is HANCOCK WHITNEY CORP a risky investment based on this filing?

Based on this DEF 14A, HANCOCK WHITNEY CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation without immediate market-moving information.

What should investors do after reading HANCOCK WHITNEY CORP's DEF 14A?

Shareholders should review the executive compensation tables to understand pay structures and potential impacts on future performance. The overall sentiment from this filing is neutral.

How does HANCOCK WHITNEY CORP compare to its industry peers?

Hancock Whitney Corp. operates within the State Commercial Banks industry.

Are there regulatory concerns for HANCOCK WHITNEY CORP?

This filing is a DEF 14A, a required disclosure for public companies under the Securities Exchange Act of 1934, pertaining to the solicitation of proxies.

Industry Context

Hancock Whitney Corp. operates within the State Commercial Banks industry.

Regulatory Implications

This filing is a DEF 14A, a required disclosure for public companies under the Securities Exchange Act of 1934, pertaining to the solicitation of proxies.

What Investors Should Do

  1. Review the detailed executive compensation tables for PEO and Non-PEO members.
  2. Analyze the adjustments made for stock awards and pension benefits.
  3. Compare executive compensation trends across the reported fiscal years (2020-2022).

Year-Over-Year Comparison

This is a DEF 14A filing, which typically provides updated information on executive compensation and corporate governance matters compared to previous filings.

Filing Stats: 4,503 words · 18 min read · ~15 pages · Grade level 11.8 · Accepted 2024-03-12 09:00:54

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25 DELINQUENT SECTION 16(a) REPORTS 27 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 27 Board of Directors 27 Board and Management Leadership Structure 28 Board Committees 28 Board's Role in Risk Oversight 30 COMPENSATION OF DIRECTORS 31 Director Compensation Program 31 Cash Compensation 31 Equity Compensation 31 Director Stock Ownership Guidelines 32 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 32 COMPENSATION DISCUSSION AND ANALYSIS 33 Executive Summary 33 Objectives of the Company's Compensation Program 35 Sound Compensation and Governance Practices 35 Results of 2022 Advisory Shareholder Vote on Executive Compensation 36 Compensation Review Process 37 Elements of Our Compensation Program 38 Risk Assessment of Compensation Policies and Practices 43 COMPENSATION COMMITTEE REPORT 43

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 44 S ummary Compensation Table 44 G rants of Plan-Based Awards 45 Outstanding Equity Awards 46 Options Exercises and Stock Vested 47 Pension Benefits 47 Nonqualified Deferred Compensation 48 Potential Payments Upon Termination or Change-in-Control 51 CEO Pay Ratio 54 Pay Versus Performance 55 PROPOSAL NO. 2 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS 59 TRANSACTIONS WITH RELATED PERSONS 60 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 61 AUDIT COMMITTEE REPORT 62 PROPOSAL NO. 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 63 SHAREHOLDER COMMUNICATIONS 63 OTHER MATTERS 63 SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 64 APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 65 PROXY STATEM ENT 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. 2024 Annual Meeting Information (see pages 5 - 9) Date: Wednesday, April 24, 2024 Time : 11:00 a.m. Central Time Location : Please visit www.virtualshareholdermeeting.com/HWC2024 Record Date : February 29, 2024 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 four directors to serv

Executive Compensation Best Practices

Executive Compensation Best Practices (see pages 35-36) Significant percentage of executive target compensation is performance-based. Majority of long-term incentives awarded to executives are performance-based. Mandated post-vest holding periods for stock awards. 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. 3 Current Directors and Director Nominees Name 2024 Nominee Director Since Independent Position Current Committee Memberships John M. Hairston 2006 President of the Company and Chief Executive Officer of the Company and the Bank Executive Suzette K. Kent 2020 CEO of Kent Advisory Services, LLC and Former Federal Chief Information Officer of the United States Board Risk Jerry L. Levens (Chairman of the Board) 2009 Retired Partner of CPA firm of Alexander, Van Loon, Sloan, Levens & Favre, PLLC Audit Compensation Executive (Chair) Christine L. Pickering 2000 Audit (Chair) Board Risk Corporate Governance & Nominating Executive Frank E. Bertucci 2000 President of F.E.B. Distributing Co., Inc. and Chief Executive Officer of Capital City Beverage Board Risk (Chair) Corporate Governance & Nominating Executive Hardy B. Fowler 2011 Managing Member of Hardy B. Fowler L.L.C. Audit Compensation (Chair) Executive Randall W. Hanna 2009 Dean and Chief Executive Officer of Florida State University Panama City Board Risk Executive James H. Horne 2000 Co-owner and President of Handy Lock Self Storage Centers; real estate developer Compensation Corporate Governance & Nominating (Chair) Executive H. Merritt Lane 2021 President and Chief Executive of Canal Barge Company, Inc. Board Risk Constantine S. Li

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