C. Richard Wilkins
HANCOCK WHITNEYAbout C. Richard Wilkins
Independent director since 2016; age 61. Sole Member of C. Richard Wilkins, Attorney At Law, PLLC, with practice spanning commercial litigation, transactions, banking, admiralty and maritime, real estate, and estates; extensive Gulf Coast market ties and risk/legal expertise. Serves on HWC’s Board Risk Committee; Board has determined he is independent under NASDAQ rules, with all incumbent directors meeting at least 75% attendance and all attending the 2024 annual meeting; independent directors held seven executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vickers, Riis, Murray and Curran, L.L.C. | Partner | 1993–2015 | Commercial litigation and transactions; banking and maritime clientele |
| Maynard, Cooper & Gale (Mobile, AL) | Attorney (joined via acquisition of Vickers Riis) | 2015–2020 | Continued commercial/banking practice |
| Hancock Bank of Alabama | Director and Chairman | 2007–2011 | Led subsidiary board governance |
| Hancock Bank | Director | 2011–2014 | Bank governance; precursor to HWC board service |
| Hancock Whitney Bank Market Advisory Board | Member | Since 2014 | Market oversight and advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodwill Industries of the Gulf Coast, Inc. | Chairman of the Board | Current | Nonprofit leadership in Company markets |
Board Governance
- Committee assignments: Board Risk Committee member; not a chair. The Board Risk Committee met 4 times in fiscal 2024; Audit 9; Compensation 6; Corporate Governance & Nominating 6; Executive 3 .
- Independence and attendance: Board determined Wilkins is independent under NASDAQ; each incumbent director attended at least 75% of aggregate Board/committee meetings; Board held 10 meetings in 2024; all directors attended the 2024 annual meeting; independent directors held seven executive sessions in 2024 .
- Lead independent and structure: Chairman of the Board is independent (Jerry L. Levens); committees (except Executive) are composed entirely of independent directors .
Fixed Compensation
Program structure and Wilkins’ 2024 compensation:
- Non-employee directors: $50,000 annual Board cash retainer; committee member and chair retainers (Audit $15,000 + $16,000 for Chair; Board Risk $10,000 + $15,000 for Chair; Compensation $10,000 + $10,500 for Chair; Corporate Governance $7,500 + $10,250 for Chair; Executive $7,500 + $10,500 for Chair; Chairman of the Board additional $65,000). Directors may elect cash or stock for retainers (up to $100,000 in stock) and may defer fees into the NQDC Plan .
- 2024 realized compensation for Wilkins: | Name | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) | |---|---:|---:|---:| | C. Richard Wilkins | $77,500 | $74,980 (1,630 RSAs) | $152,480 |
Performance Compensation
- Annual director equity grant: restricted stock (RSAs) valued ~ $75,000, one-year service-based vesting, granted on or about the annual meeting date; in 2024, all non-employee directors received 1,630 RSAs on April 26, 2024; directors may defer equity awards into the NQDC Plan .
- No performance metrics apply to director equity (time-based vesting only) .
| Grant Type | Grant Date | Shares | Grant-date Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (RSAs) | April 26, 2024 | 1,630 | $74,980 | 1-year service-based | None (time-based only) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Wilkins . |
| Prior public company boards | None disclosed for Wilkins beyond HWC subsidiaries (Hancock Bank of Alabama; Hancock Bank) . |
| Interlocks | No compensation committee interlocks disclosed for HWC; committee members had no Item 404 relationships; no reciprocal executive-director interlocks in FY2024 . |
Expertise & Qualifications
- Legal and risk management: decades in commercial litigation/transactions and banking law; advises on legal risk and mitigation .
- Regulated industries and markets: experience with telecom, energy support services, fuel distribution/transport; deep knowledge of Alabama, Florida, and Mississippi markets .
- Board experience: past chair/director roles at bank subsidiaries and market advisory service, supporting oversight effectiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Percent of Class |
|---|---|---|---|
| C. Richard Wilkins | 17,744 | Includes 4,927 shares in NQDC; 1,177 held by spouse; 600 held in trusts for three children (spouse trustee; disclaims beneficial ownership for trusts) | * (<1%) |
Additional ownership alignment:
- Director RSAs held as of 12/31/2024: 1,630 shares for each non-employee director (including Wilkins) .
- No director shares were pledged in 2024; company prohibits hedging of HWC stock .
- Director stock ownership guideline: 5× annual Board cash retainer; progress required within five years; retain 50% of shares acquired until guideline met .
Insider Trades
| Year | Section 16(a) Filing Status | Late Filings |
|---|---|---|
| 2024 | All required filings timely for directors; one late Form 4 due to administrative error for Moses Feagin (not Wilkins) | None for Wilkins |
Governance Assessment
- Effectiveness: Wilkins brings practical legal and risk expertise to the Board Risk Committee, aligned with HWC’s enterprise risk oversight structure and quarterly CRO/CCO reporting cadence . Independent status, regular executive sessions (7 in 2024), and full-board attendance support robust oversight and investor confidence .
- Alignment and incentives: Balanced director pay (cash + time-based equity) with stock ownership guidelines and no hedging/pledging promotes alignment; Wilkins’ realized 2024 mix ($77.5k cash; $74.98k equity) indicates meaningful equity participation without performance-linked director awards, consistent with governance norms .
- Conflicts and related parties: Company applies Regulation O controls and Audit Committee review of related-party transactions; no Wilkins-specific related-party transactions requiring disclosure; insider lending conducted on market terms with normal risk .
- RED FLAGS: None disclosed for Wilkins—no pledging, no hedging, no late filings, and no related-party transactions reported; committee composition entirely independent (except Executive Committee) and chaired by independent directors .