HANCOCK WHITNEY CORP (HWC)
Sector: Financials
2026 Annual Meeting Analysis
HANCOCK WHITNEY CORP · Meeting: April 29, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Five Directors to Serve Until the 2029 Annual Meeting of Shareholders
Director since 2000 with strong risk management and Gulf Coast business experience; HWC's 3-year total return of +70.4% outperforms the community bank ETF benchmark (QABA +39.4%) by +31pp, well below the 65pp threshold needed to trigger a performance-based concern, and no other policy flags apply.
Director since 2016 with relevant public company leadership and energy industry experience; stock outperformance versus peers eliminates the TSR trigger and no other policy flags apply.
Director since 2009 with extensive executive leadership and commercial business experience in Louisiana markets; strong company TSR relative to benchmark eliminates any performance concern and no other policy flags apply.
Director since 2016 with executive leadership, risk management, and energy sector expertise; HWC's outperformance versus the QABA benchmark is well within acceptable ranges and no other policy flags apply.
Director since 2016 with legal, commercial, and banking expertise relevant to HWC's operations; company TSR outperforms the community bank ETF benchmark comfortably and no other policy flags apply.
All five director nominees pass policy screens: HWC's 3-year total return of +70.4% outperforms the QABA community bank ETF benchmark by +31pp, far below the 65pp threshold required to trigger a performance-based vote against any director; no overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
John M. Hairston
Total Comp
$6,334,741
Prior Support
97%%
The CEO's total compensation of approximately $6.3 million is consistent with expectations for a CEO at a regional bank with roughly $5 billion in market cap and $35 billion in assets, and last year's advisory vote received overwhelming 97% shareholder approval indicating broad support for the pay structure. The compensation program is well-designed for pay-for-performance alignment: approximately 75% of the CEO's target pay is variable or performance-based, long-term awards use rigorous multi-year metrics including relative total shareholder return, return on assets, and return on tangible common equity, and annual cash incentives paid out at 122% of target based on actual financial results with no discretionary adjustments. The company has a strong clawback policy, no excise tax gross-up provisions, meaningful stock ownership requirements, and HWC's stock has significantly outperformed its community bank peers over both one-year and three-year periods, confirming that above-target incentive payouts are consistent with the shareholder experience.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,414,000
Non-Audit Fees
$63,000
Non-audit fees (audit-related fees of $62,000 plus other fees of $1,000, totaling $63,000) represent only about 2.6% of audit fees of $2,414,000, well below the 50% threshold that would raise independence concerns; no tax fees were incurred, no material restatements were disclosed, and PwC is a Big 4 firm appropriate for a $5.1 billion market cap company; auditor tenure was not disclosed in the proxy so the tenure trigger does not fire per policy.
Overall Assessment
The 2026 Hancock Whitney annual meeting presents three standard proposals — director elections, executive compensation advisory vote, and auditor ratification — all of which receive FOR recommendations under this policy. The company's strong 3-year total return of +70.4% (outperforming the community bank ETF benchmark by 31 percentage points), a well-structured pay-for-performance compensation program with 97% prior-year shareholder support, and a clean auditor fee profile with PwC provide no grounds to vote against any proposal on this ballot.