Constantine S. Liollio
HANCOCK WHITNEYAbout Constantine S. Liollio
Independent director of Hancock Whitney Corporation since 2016 (age 66). Senior Vice President, Special Projects at Plains All American; former President of Plains Midstream Canada ULC (Feb 2020–Jun 2024) and President of PAA Natural Gas Storage, LLC (2008–Jan 31, 2020). Brings deep midstream energy, public company leadership, and Gulf Coast market experience; currently serves as Vice Chair of HWC’s Compensation Committee and member of Corporate Governance & Nominating and Executive Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plains Midstream Canada ULC (subsidiary of PAA) | President | Feb 2020 – Jun 2024 | Led strategy and operations across midstream infrastructure/logistics |
| PAA Natural Gas Storage, LLC | President | 2008 – Jan 31, 2020 | Oversaw natural gas storage business; coordinated disciplines and expansion initiatives |
| PNG (Publicly traded entity controlled by PAA) | Director | May 2010 – Dec 2013 | Served on board during public listing period |
| Energy South, Inc. (publicly traded) | President, CEO, Director | Two years pre-2008 | Led natural gas storage and utility business headquartered in Mobile, AL |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GPA Midstream Association | Board member | Not disclosed | Industry association governance |
| Texas A&M University Engineering Advisory Council | Member | Not disclosed | Advisory role in engineering education |
Board Governance
- Independence and attendance: Board determined Liollio is independent under NASDAQ rules; board held 10 meetings in 2024; each incumbent director attended at least 75% of aggregate board/committee meetings and all attended the 2024 annual meeting; independent directors held seven executive sessions in 2024 .
- Committee assignments and leadership: Compensation (Vice Chair), Corporate Governance & Nominating, Executive .
- Committee scope and 2024 cadence:
- Compensation Committee (6 meetings): oversees director and executive compensation, human capital strategies, pay-for-performance design, and recoupment policies; all members meet SEC/NASDAQ independence criteria .
- Corporate Governance & Nominating Committee (6 meetings): oversees board composition, qualifications, diversity, and director succession; all members independent .
- Executive Committee (3 meetings): empowered to act between board meetings under charter .
- Governance practices: Hedging prohibited; no director share pledging in 2024; stock ownership/retention guidelines apply; limit of three other public company boards in addition to HWC .
- Related-party oversight: Audit Committee reviews Item 404 transactions; Regulation O monitoring controls insider lending; annual questionnaires and database surveys feed independence/conflict checks .
Fixed Compensation
| Year | Cash Retainer + Committee Fees | Equity (Restricted Stock) | Total |
|---|---|---|---|
| 2024 | $85,833 | $74,980 (1,630 RSAs granted on Apr 26, 2024) | $160,813 |
Director program reference:
- Standard annual board cash retainer: $50,000; incremental retainers for committee membership/chair roles and Executive Committee; Chairman receives $65,000 additional; prorated for service; directors may elect payout in stock (up to $100,000) or defer under NQDC .
- Annual director equity grant: ~$75,000 of restricted stock; one-year service-based vesting; grants near annual meeting; deferrable to NQDC .
Performance Compensation
As Compensation Committee Vice Chair, Liollio helps oversee HWC’s pay-for-performance architecture for executives. 2024 annual cash incentive metrics and results:
| Corporate Performance Goal | Weight | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 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% |
- Payout determination: aggregate completion percentage 143.49%; no discretionary adjustments; executive awards paid accordingly .
- Long-term incentives: 2024 PSUs split 50% three-year relative TSR vs KBW Regional Bank Index and 50% two-year adjusted EPS; PSUs 60–70% of LTI mix; RSUs vest over three years with two-year post-vest hold for NEOs .
Other Directorships & Interlocks
| Company | Role | Timeline | Interlock/Conflict Note |
|---|---|---|---|
| PNG (controlled by PAA; publicly traded May 2010–Dec 2013) | Director | 2010–2013 | No HWC compensation committee interlocks disclosed for FY2024; committee members had no Item 404 relationships; no reciprocal interlocks with other issuers’ comp committees . |
Expertise & Qualifications
- Corporate governance; public company leadership; M&A; strategic planning; energy industry domain experience; Gulf Coast market knowledge .
- Industry and civic service (GPA Midstream Association; Texas A&M Engineering Advisory Council) .
Equity Ownership
| Holder | Shares Beneficially Owned | Components/Notes | Percent of Class |
|---|---|---|---|
| Constantine S. Liollio | 31,329 | Includes 26,128 shares in the Nonqualified Deferred Compensation Plan ; as of 12/31/2024 directors held 1,630 RSAs from 2024 grant | <1% |
| Pledging status | — | No director shares pledged during 2024 | — |
| Hedging policy | — | Hedging of Company stock prohibited for directors/officers | — |
| Director ownership guideline | — | Required to maintain Company stock worth 5× annual board cash retainer; five-year compliance window; 50% post-acquisition retention until met | — |
Governance Assessment
- Strengths: Independent director with relevant sector and public-company governance experience; Vice Chair of Compensation Committee overseeing robust pay-for-performance framework; strong engagement (committee service across Compensation, Governance, Executive); board-wide prohibition on hedging and no pledging; formal related-party controls; limits on outside public boards; 96% say-on-pay support in 2024 signaling investor confidence .
- Potential risks: Industry ties to Plains All American create sector overlap; however, no related-party transactions or compensation committee interlocks were disclosed for FY2024, and independence affirmed under NASDAQ rules .
- Overall: Governance posture is shareholder-friendly with clear committee accountability, strong oversight processes, and alignment mechanisms; no disclosed red flags on conflicts, attendance, hedging/pledging, or interlocks in FY2024 .