hwc-def14a_20220427.htm

DEF 14A 1 hwc-def14a_20220427.htm DEF 14A hwc-def14a_20220427.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

HANCOCK WHITNEY CORPORATION

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

March 15, 2022

To Our Shareholders:

In 2021, we celebrated 10 years of the merger of two grand old banks, Hancock Bank and Whitney Bank. Both banks, founded in the 19^th century, envisioned institutions that would withstand the test of time thanks to an outstanding team of associates upholding the core values set forth by our founders. In 2021 alone, our associates took on the challenges of a continued COVID-19 pandemic and an active Atlantic hurricane season, each day exhibiting our founding values -- Honor and Integrity, Strength and Stability, Commitment to Service, Teamwork and Personal Responsibility.

Financial Highlights

We had a strong finish to a record year, ending 2021 with net income of $463.2 million, or $5.22 per diluted share, compared to a net loss of $45.2 million, or ($0.54) per diluted share, in 2020. Operating pre-provision net revenue (PPNR)* totaled $538 million in 2021, an increase of $46.5 million, or 9%, from 2020. Additionally, the company grew to over $36 billion in assets, as both core loan and deposit growth exceeded expectations.

Despite the economic impact from the pandemic on our markets and clients, our credit metrics are greatly improved, and today are among the best in class. Criticized commercial loans are down over $100 million, or 27%, compared to 2020, and nonperforming loans declined $85 million, or 59%, from a year ago. With quarterly net charge-offs nearing historically low levels, we are pleased at how our portfolio has performed during these unprecedented times, allowing us to recapture in 2021 some of the reserves added in 2020 at the beginning of the pandemic.

This year, we dedicated ourselves to achieving a goal of a 55% efficiency ratio, and successfully implemented several cost-saving initiatives during 2021. To achieve our goal by the end of 2022, we hope to carry forward the momentum we established in 2021 via core loan growth, focus on expense management and deployment of excess liquidity into loans and bonds. We established this goal to help us remain a source of strength for the clients, associates and communities we serve.

We are also happy to report improvement in the company’s stock price. From a closing price of $34.02 at year-end 2020, we ended 2021 with a stock price of $50.02 – an increase of 47%.

Weathering the Storms

Hancock Whitney has extensive experience in storm-related business continuity. Hurricane Ida struck areas of our footprint in 2021, leading us to mobilize our disaster services to areas of Louisiana and Mississippi. We committed $2.5 million to help clients, associates and communities caught in the path, including 40,000 meals, 160 tons of ice, 100,000 bottles of water and 40,000 gallons of fuel.

2021 also introduced us to a different type of storm impacting clients and associates in parts of Texas, Louisiana, and Mississippi—an ice storm. Without hesitation, associates across the company instinctively knew how to help meet needs, working closely with clients, volunteering in communities, collecting essential supplies, and showcasing the organization’s operating sustainability.

Board of Directors

In 2021, Hancock Whitney Corporation welcomed two new directors, Sonia A. Pérez and H. Merritt Lane, III, to the company’s board of directors. Both appointees bring their respective industry backgrounds and regional knowledge to the board, as well as solid experience in public and large companies. One member of our board will not be standing for reelection, Robert W. Roseberry. We thank him for 20 years of dedicated service to Hancock Whitney. His expertise and more than 50 years in the industry have been an invaluable resource to the board.

Our board of directors, executive teams, and associates thank you for your continued confidence in Hancock Whitney.

Jerry L. Levens

Chairman of the Board

John M. Hairston

President & CEO

* Non-GAAP measure. Reconciliation included in the following proxy statement

March 15, 2022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

_______________________________

To our Shareholders:

Hancock Whitney Corporation (the Company) will hold its Annual Meeting of Shareholders on Wednesday, April 27, 2022, at 10:30 a.m. Central Time. Due to the public health concerns related to the COVID-19 pandemic and to support the health and well-being of our shareholders, associates and directors, the annual meeting will be held in virtual-only format via audio webcast. To attend the annual meeting, go to www.virtualshareholdermeeting.com/HWC2022 and log in using the control number on your proxy card, voting instruction form or notice. The annual meeting will be held for the following purposes:

To elect five directors to serve until the 2025 annual meeting;

To approve, on an advisory basis, the compensation of our named executive officers;

To approve an amendment to the Hancock Whitney Corporation 2020 Long Term Incentive Plan to increase the number of shares available by 1,400,000; and

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2022.

Only holders of record of shares of our common stock at the close of business on February 28, 2022 are entitled to notice of, and to vote at, the meeting or any adjournment thereof. We direct your attention to the attached proxy statement for more complete information regarding the matters to be acted upon at the annual meeting.

Your vote is important, whether or not you expect to attend the meeting. If voting by mail, please mark, date, sign and promptly return the enclosed proxy in the accompanying envelope. No postage is required if mailed in the United States. You may later revoke your proxy and vote during the meeting.

By order of the Board of Directors,

Jerry L. Levens

Chairman of the Board

John M. Hairston

President & CEO

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be held on April 27, 2022:

The notice of annual meeting, proxy statement, proxy card and the 2021 annual report for the period ending December 31, 2021, are available at https://materials.proxyvote.com/410120

Table of Contents

PROXY STATEMENT SUMMARY		1
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		5
proposal no. 1 eLECTION OF DIRECTORS		9
INFORMATION ABOUT OUR DIRECTORS		11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		22
DELINQUENT SECTION 16(a) REPORTS		24
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		25
Board of Directors		25
Board and Management Leadership Structure		25
Board Committees		25
Board’s Role in Risk Oversight		28
Board’s Role in Oversight of Cyber Risk		28
COMPENSATION OF DIRECTORS		28
Director Compensation Program		28
Cash Compensation		29
Equity Compensation		29
Director Stock Ownership Guidelines		30
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		30
COMPENSATION DISCUSSION AND ANALYSIS		31
Executive Summary		31
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation		33
Executive Compensation Best Practices		33
Objectives of the Company’s Compensation Program		34
Role of the Compensation Committee		34
Role of Executives in Compensation Committee Deliberations		34
Role of Compensation Consultant and Review of Market Data		35
How We Determine and Assess Executive Compensation		36
Elements of Our Compensation Program		36
Tax and Accounting Considerations		40
Stock Ownership Guidelines		40
Risk Assessment of Compensation Policies and Practices		40
COMPENSATION COMMITTEE REPORT		40
EXECUTIVE COMPENSATION		41
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		47
CEO Pay Ratio		51
PROPOSAL NO. 2 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS		52
PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO THE 2020 LONG TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE BY 1,400,000		52
TRANSACTIONS WITH RELATED PERSONS		58
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		59
AUDIT COMMITTEE REPORT		61
PROPOSAL NO 4 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		62
SHAREHOLDER COMMUNICATIONS		62
OTHER MATTERS		62
SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING		63
APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES		64
APPENDIX B: AMENDMENT TO THE HANCOCK WHITNEY CORPORATION 2020 LONG TERM INCENTIVE PLAN		65

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.

2022 Annual Meeting Information (see pages 5 - 8)

Date:		Wednesday, April 27, 2022

Time:		10:30 a.m. Central Time

Location:		Please visit www.virtualshareholdermeeting.com/HWC2022

Record Date:		February 28, 2022

Admission:		To attend and participate in the meeting, you will need the control number included on your proxy card 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 five directors to serve until the 2025 annual meeting	FOR all Nominees	9

2.	Approve, on an advisory basis, the compensation of our named executive officers	FOR	52

3.	Approve an amendment to the Hancock Whitney Corporation 2020 Long Term Incentive Plan to increase the number of shares available by 1,400,000	FOR	52

4.	Ratify the selection of PricewaterhouseCoopers LLP, our independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2022	FOR	62

Fiscal 2021 Company Performance Highlights (see page 31 - 32)
2021 was a record year, with earnings of $463.2 million, or $5.22 per diluted share. These results included $35.9 million (pre-tax) of net non-operating expense items, or $0.31 per diluted share (after tax), mostly attributable to efficiency initiatives. Execution of our efficiency program is already evident, with a fourth quarter efficiency ratio of 57%, well on our way to our previously announced goal of a 55% efficiency ratio target by the end of 2022. Operating pre-provision net revenue (PPNR)* totaled $537.6 million, an increase of $46.5 million from 2020. Core loans, which exclude loans originated under the Small Business Administration’s (SBA) Paycheck Protection Program (PPP), grew $819 million in 2021, despite low levels of loan demand and historic levels of liquidity in the market. Today, our credit quality metrics are among best in class as continued improvement in economic conditions, 2020 balance sheet de-risking activities, and improvement in nonperforming loans led to better overall credit quality. Our stock price has reflected these positive results, appreciating 47% year over year to close at $50.02 at December 31, 2021. • Net income of $463.2 million included net nonoperating expense items of $35.9 million mostly related to efficiency initiatives • Operating pre-provision net revenue (PPNR)* was $537.6 million, up $46.5 million compared to 2020, with an increase in total operating revenue (te)* of $17.8 million coupled with a decrease in operating expense of $28.7 million • Net interest margin was 2.95%, a decrease of 32 basis points (bps) from 2020 reflecting the continued impact of historic levels of excess liquidity and the low rate environment • Loans totaled $21.1 billion, down $655.6 million from December 31, 2020, with an increase in core loans, (excluding PPP activity), of $818.5 million, offset by $1.5 billion in net PPP loan forgiveness • Criticized commercial loans declined $106 million, or 27% and total nonperforming loans declined by $85 million, or 59% from December 31, 2020

• Total assets at December 31, 2021 were $36.5 billion, up $2.9 billion from December 31, 2020 • Deposits of $30.5 billion at December 31, 2021 increased $2.8 billion, or 10%, compared to prior year; noninterest bearing deposits comprised 47% of total deposits at December 31, 2021, compared to 44% for the prior year • Capital ratios remain strong and well above regulatory minimums with common equity tier 1 equity (“CET1”) of 11.09% at December 31, 2021 compared to 10.61% at December 31, 2020 • Dividends were maintained throughout 2021
* 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 help ensure 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. • With the exception of our ex

SEC Form DEF 14A filed by Hancock Whitney Corporation