Christopher S. Ziluca

About Christopher S. Ziluca

Christopher S. Ziluca serves as Chief Credit Officer (NEO) at Hancock Whitney Corporation, responsible for credit risk and portfolio quality oversight . For 2024, company incentive frameworks tied to Adjusted EPS, Adjusted Pre-Provision Net Revenue (PPNR), and credit quality metrics drove a 143.49% corporate completion factor; HWC reported Net Income of $460.8 million and Adjusted EPS of $5.31 for 2024, with total shareholder return (TSR) value of an initial $100 ending at $143.82, evidencing strong pay-performance linkage over the year . Biographical details (age, education, prior roles) were not disclosed in the latest proxy.

Fixed Compensation

Performance Compensation

2024 Annual Cash Incentive – Plan Design and Results

2024 Long-Term Incentive (LTI) Awards

• LTI target as % of salary for Ziluca: 100% of base; delivered 60% PSUs / 40% RSUs .
• PSU TSR payout schedule: 0% (<25th pct), 50% (25th), 100% (50th), 200% (75th) vs KBW Regional Bank Index .
• Ziluca deferred $474,501 of 2024 LTI into the Nonqualified Deferred Compensation Plan .

Stock Vested in 2024

Equity Ownership & Alignment

Beneficial Ownership (as of 2/28/2025)

Outstanding Equity Awards (as of 12/31/2024)

Notes:

• RSUs vest 33.3% per year over 3 years with mandatory 2-year post-vest holding; values use 12/31/2024 close $54.72 .
• PSUs split into 2-year Adjusted EPS and 3-year relative TSR tranches; shares vest after 3-year service if performance met; 2-year post-vest hold .

Ownership Policies and Trading Constraints

• Executive stock ownership guidelines: CEO 5× salary; other executive officers 3× salary; retain 50% of net shares until compliant; measured annually .
• Hedging prohibited for directors, officers, employees (and immediate family) .
• Pledging of awards under the 2020 Plan is prohibited; outstanding options/SARs cannot be repriced without shareholder approval .
• No stock options outstanding for Ziluca per aggregate NEO awards disclosure; 2024 option exercises were zero .

Nonqualified Deferred Compensation (NQDC) – 2024

Employment Terms

Termination and Change-in-Control (CIC) Economics (assumed 12/31/2024 price $54.72)

Key terms:

• Severance multiple: two times base salary plus average annual bonus (3-year) for non-CEO NEOs including Ziluca (double-trigger; payable upon qualifying termination following CIC) .
• CIC-only treatment: RSUs vest only if not assumed/converted by successor and Board exercises discretion; Ziluca’s RSU vesting amount if vested: $409,115 . Pro-rata 2023 PSUs may vest if not assumed; unvested NQDC may vest to extent avoiding 4999 excise tax .
• “Best-of-net” cutback applies; no excise tax gross-ups .
• Clawback/recoupment: mandatory Rule 10D-1 compliant policy plus discretionary recovery; 2020 Plan awards subject to clawback for restatements or misconduct .
• Many payments contingent on compliance with covenants (e.g., restrictive covenants); exact covenants not detailed in proxy .

Performance & Track Record (Company-level reference metrics)

Credit quality and incentive linkage (2024):

• Commercial criticized loans ratio improved to the maximum performance hurdle (2.81% vs 2.81% max target) and NPL ratio met the maximum hurdle (0.35% vs 0.35% max), aligning with the Chief Credit Officer’s remit; these factors contributed to the 143.49% completion and Ziluca’s $499,008 payout .

Compensation Structure Analysis

• Mix and risk: For Ziluca, LTI target was 100% of base, with 60% performance-based PSUs and 40% time-vest RSUs, increasing pay-at-risk and alignment with TSR and EPS performance .
• Post-vest holding: Mandatory two-year post-vest holding on RSUs/PSUs moderates near-term selling pressure and extends alignment duration .
• No options: Shifted entirely to RSUs/PSUs; no option grants, avoiding option repricing risks and emphasizing relative/absolute performance thresholds .
• Benchmarking: Base salary set near 50th percentile of compensation peer group; 2024 increase to $540,000 reflects market alignment and performance .

Equity Ownership & Alignment (Summary)

• Beneficial ownership of 34,844 shares (<1% of outstanding) plus substantial unvested RSUs/PSUs creates ongoing exposure to share price and performance outcomes .
• Hedging is prohibited; awards cannot be pledged, and directors had no pledged shares in 2024, underscoring governance posture on alignment and risk .

Employment Terms (Additional)

• Double-trigger severance following CIC (2× base plus average bonus) and continuation of medical benefits (up to 24 months for non-CEO) balance retention and change-of-control risk transfer; CIC-only treatment limits windfalls absent termination .
• Payments subject to recoupment policy and covenant compliance, mitigating moral hazard .

Investment Implications

• High alignment, moderated liquidity: A 60% PSU weighting, credit/EPS metrics, and mandatory two-year post-vest holding reduce short-term selling pressure and tightly link value to performance—supportive for long-term holders .
• Credit quality as a lever: 2024 maximum outcomes on criticized loans and NPL metrics materially boosted cash incentive payouts (143.49% completion), signaling that any deterioration in credit could quickly reduce cash compensation and serve as an early sentiment signal .
• Retention vs. parachute risk: Double-trigger CIC terms (2× base+bonus) are typical and not excessive; absence of excise tax gross-ups and “best-of-net” cutback reduce shareholder risk in M&A scenarios .
• No options, strong clawback: Equity is in PSUs/RSUs with robust clawback and anti-hedging—minimizing governance red flags and limiting incentive to pursue volatility at the expense of fundamentals .