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 relevant business experience; HWC's 3-year price return of 80.2% outpaces the QABA community bank benchmark by +40.9 percentage points, well below the 65-point threshold needed to trigger an AGAINST vote; no overboarding, attendance, or independence concerns identified.
Director since 2016 with deep public company and energy industry leadership experience; HWC's strong 3-year TSR outperformance vs. QABA does not trigger the underperformance test; no overboarding, attendance, or independence concerns identified.
Director since 2009 with extensive regional business and strategic planning experience; HWC's 3-year TSR of +80.2% versus QABA's +39.3% reflects a +40.9pp gap well short of the 65pp trigger; no overboarding, attendance, or independence concerns identified.
Director since 2016 with strong risk management and executive leadership credentials; stock outperformance vs. QABA does not approach the underperformance threshold; no overboarding, attendance, or independence concerns identified.
Director since 2016 with relevant legal and commercial banking market experience; HWC's 3-year TSR of +80.2% handily beats QABA at +39.3% and the +40.9pp outperformance gap does not trigger the 65pp AGAINST threshold; no overboarding, attendance, or independence concerns identified.
All five director nominees pass each policy screen: HWC's 3-year price return of 80.2% outperforms the QABA — First Trust NASDAQ ABA Community Bank Index benchmark by +40.9 percentage points, which is well below the 65-point underperformance threshold required to trigger a negative vote for a company with strong positive absolute returns. All nominees are independent, no overboarding issues exist, and attendance was at least 75% for all incumbent directors in 2025.
Say on Pay
✓ FORCEO
John M. Hairston
Total Comp
$6,334,741
Prior Support
97%%
CEO total compensation of approximately $6.3 million is reasonable for the president and CEO of a $5 billion regional bank with strong financial results, including 7% earnings-per-share growth and an 80% stock price return over three years that substantially outpaces the QABA community bank benchmark. The pay structure is well-designed: roughly 75% of the CEO's target pay is performance-based, with 60% of long-term equity in performance stock awards tied to multi-year total shareholder return, return on assets, and return on tangible equity — all meaningful, hard-to-manipulate metrics. Shareholders overwhelmingly supported the program at 97% approval in 2025, a strong clawback policy is in place, and annual cash incentive payouts of 122% of target reflect above-target but disciplined performance against pre-set goals with no committee discretion applied.
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 all other fees of $1,000 = $63,000) represent only about 2.6% of audit fees ($2,414,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $5B market cap company; auditor tenure was not disclosed so the tenure trigger does not apply; no material restatements were identified.
Overall Assessment
Hancock Whitney's 2026 annual meeting presents a clean ballot with no contentious proposals: the company's strong 3-year stock performance significantly outpaces the QABA community bank benchmark, all five director nominees clear every policy screen, auditor fees are overwhelmingly audit-related with no independence concerns, and the executive pay program is majority performance-based with 97% shareholder support in the prior year. All three proposals receive a FOR determination.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing