Hancock Whitney (HWC) Proxy Filing summary

Executive summary

• Achieved net income of $460.8 million ($5.28 per diluted share) in 2024, up from $392.6 million ($4.50 per share) in 2023, reflecting improved profitability and capital strength.

• Adjusted pre-provision net revenue reached $641.0 million, with fee income up 8% and expenses rising less than 1%.

• Capital ratios improved: CET1 at 14.14% and tangible common equity at 9.47% at year-end 2024.

• Quarterly dividend increased twice in 2024–2025, reaching $0.45 per share, and stock price closed 2024 at $54.72, up from $48.59.

Voting matters and shareholder proposals

• Shareholders to vote on: election of six directors, advisory approval of executive compensation, amendment to increase shares in the 2020 Long Term Incentive Plan by 1,300,000, and ratification of PwC as auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 11, 2025.

Board of directors and corporate governance

• Board consists of 15 directors, 14 of whom are independent; new nominees include Moses H. Feagin Sr. and Albert J. Williams.

• Board diversity: five women, ten men, and multiple directors from underrepresented groups.

• Committees include Audit, Compensation, Corporate Governance & Nominating, Executive, and Board Risk.

• Board succession planning, mandatory retirement at 72, and annual board evaluations in place.