Christine L. Pickering
HANCOCK WHITNEYAbout Christine L. Pickering
Christine L. Pickering (age 64) is an independent director of Hancock Whitney Corporation, serving since 2000. She is a licensed Certified Public Accountant and owner of Christy Pickering, CPA (since 1991), with deep experience in auditing, assurance, tax and litigation support including financial crime investigations; she previously served as a court-appointed Special Master. Her current board committee roles include Audit Committee Chair, Corporate Governance & Nominating Committee member, and Executive Committee member. Expertise includes accounting/audit (SEC “financial expert”), risk management, regulated utility experience, business operations, and financial crimes analysis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Christy Pickering, CPA | Owner | 1991–present | Auditing/assurance, tax, litigation support; financial crimes investigation |
| Mississippi Power Company (subsidiary of Southern Company) | Director; Chair, Controls & Compliance Committee | 2007–2020; Chair 2009–2013 | Oversight of finance and risk areas |
| Court appointment | Special Master | Not disclosed | Limited appointment tied to litigation support work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulf Coast Renaissance Corporation | Board Member; Audit Committee Chair | Not disclosed | Non-profit; audit leadership (historical disclosure) |
| Mississippi Institutions of Higher Learning | Trustee | Appointed 2008 for ten-year term | Governance of eight state public universities (historical disclosure) |
| American Institute of Certified Public Accountants | Member | Ongoing | Professional standards and credentials |
Board Governance
- Independence: All non-employee directors, including Pickering, are independent under NASDAQ rules . Audit Committee members meet SEC/NASDAQ independence criteria; Pickering is classified an “audit committee financial expert” .
- Committee assignments: Audit (Chair), Corporate Governance & Nominating, Executive .
- Attendance and engagement: Board held 10 meetings in 2024; each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors convened seven executive sessions in 2024 .
- Committee activity (2024 meetings): Executive (3), Audit (9), Compensation (6), Corporate Governance & Nominating (6), Board Risk (4) .
- Governance policies: Directors prohibited from hedging HWC stock; no director shares were pledged in 2024; directors have stock ownership and retention guidelines; limit of three other public company boards in addition to HWC .
Fixed Compensation
| Component | Amount/Policy | 2024 Pickering |
|---|---|---|
| Annual Board cash retainer | $50,000 | Included in Fees |
| Audit Committee member retainer | $15,000 | Included in Fees |
| Audit Committee Chair additional retainer | $16,000 | Included in Fees |
| Corporate Governance & Nominating Committee member retainer | $7,500 | Included in Fees |
| Executive Committee member retainer | $7,500 | Included in Fees |
| 2024 total cash fees earned | $106,000 |
Notes:
- Directors may elect cash retainer in stock (up to $100,000) and/or defer cash into the Nonqualified Deferred Compensation (NQDC) Plan .
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | 2024 Pickering |
|---|---|---|---|---|
| Annual restricted stock award (RSAs) | April 26, 2024 | 1,630 shares; $74,980 grant-date fair value | One-year, service-based vesting; directors may defer awards into NQDC | Granted; $74,980 |
Context for pay-for-performance culture (executive incentives; directors do not have performance metrics):
| Corporate Performance Goal (2024) | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Adjusted EPS | 50% | $3.96 | $4.95 | $5.94 | $5.31 |
| Adjusted PPNR ($mm) | 30% | $494.4 | $618.0 | $741.6 | $641.0 |
| 9/30 Commercial Criticized Loans/Total Commercial Loans | 10% | 5.87% | 4.57% | 2.81% | 2.81% |
| 9/30 Non-Performing Loans/Total Loans | 10% | 0.60% | 0.40% | 0.35% | 0.35% |
- 2024 annual cash incentive for executives paid at 143.49% of target based on actual achievement; no discretionary adjustments .
Other Directorships & Interlocks
| Company | Current/Former | Role | Interlocks/Notes |
|---|---|---|---|
| Mississippi Power Company (Southern Company subsidiary) | Former | Director; Controls & Compliance Chair (2009–2013) | Utility governance; no HWC interlock disclosed |
| No current public company directorships | As of 2025 proxy | Not disclosed | None disclosed in 2025 proxy |
Compensation Committee Interlocks: None of HWC’s Compensation Committee members had relationships requiring Item 404 disclosure; no cross-board interlocks with HWC executive officers in 2024 .
Expertise & Qualifications
- Accounting and audit expertise; SEC-defined audit committee financial expert .
- Risk management and financial crimes experience .
- Regulated utility industry exposure via Mississippi Power Company .
- Business operations management; extensive Gulf Coast market knowledge .
Equity Ownership
| Holder | Shares Beneficially Owned (Feb 28, 2025) | Detail |
|---|---|---|
| Christine L. Pickering | 24,125 | Includes 331 shares held by spouse; 1,630 RSAs; 12,338 shares deferred in NQDC Plan; <1% of class |
Additional alignment and safeguards:
- Director stock ownership guidelines: 5x annual Board cash retainer; measured each Jan 1 at prior year-end price; retain 50% of net shares until compliant .
- No director shares pledged in 2024; hedging prohibited for directors, officers, and associates .
- Insider lending/related party transactions overseen per Regulation O; all extensions of credit to insiders must be on market terms; no loans with unfavorable features requiring disclosure ; related-party identification and Audit Committee review procedures in place .
Governance Assessment
- Strengths: Long-tenured, technically strong Audit Chair classified as SEC “financial expert”; independent under NASDAQ, with ≥75% attendance and participation in executive sessions; no pledging and robust insider trading/ownership policies; director equity grants reinforce long-term alignment .
- Considerations: Long tenure since 2000 underscores experience but can raise entrenchment optics; however, HWC maintains board refreshment, mandatory retirement at 72, and active governance/skills-based composition process mitigating risk .
- Conflicts/related party exposure: No Item 404 related-party transactions disclosed involving directors in 2024; Regulation O monitoring and Audit Committee oversight reduce conflict risk in ordinary-course insider banking relationships .
- Shareholder signals: Strong say-on-pay support (96% in 2024) and stringent clawback/compliance policies support investor confidence in overall governance framework .
RED FLAGS: None disclosed specific to Pickering (no pledging, hedging prohibited, no related-party transactions requiring disclosure). Monitor tenure optics and ensure continued committee rotation and board refreshment adherence .