Hancock Whitney (HWC) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2025, with net income of $486.1M ($5.67 per diluted share), up 7% from 2024, and adjusted pre-provision net revenue up 6% to $679.9M.

• Net interest margin improved to 3.47%, and efficiency ratio improved to 54.78%.

• Loans grew 3% to $24.0B, while deposits declined 1% to $29.3B; capital ratios remain robust with CET1 at 13.65%.

• Dividend increased twice in 2025 and 2026, and 4.3M shares were repurchased, reflecting strong capital management.

• Acquisition of Sabal Trust Company contributed to 25% growth in trust fees and overall 12% increase in fee income.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors for terms expiring in 2029, approve executive compensation (say-on-pay), and ratify PricewaterhouseCoopers LLP as auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 17, 2026.

Board of directors and corporate governance

• Board consists of 15 directors, 14 of whom are independent; independent directors meet regularly in executive session.

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

• Board diversity: one-third women, several directors from underrepresented groups, and a mix of skills in finance, law, technology, and risk.

• Mandatory retirement policy at age 72 and ongoing board succession planning.