D. Shane Loper
HANCOCK WHITNEYAbout D. Shane Loper
D. Shane Loper is Hancock Whitney’s Chief Operating Officer (since 2014) and President of Hancock Whitney Bank (since 2024). He is 59 years old as of February 26, 2025, and has served as Senior EVP since 2017, EVP (2008–2016), Chief Administrative Officer (2013–2014), Chief Risk Officer (2012–2013), and Chief Risk & Administrative Officer (2010–2012) . Company performance in 2024 improved meaningfully: diluted EPS rose to $5.28 vs. $4.50 in 2023, adjusted PPNR reached $641.0 million, net interest margin expanded to 3.37%, and the stock ended 2024 at $54.72 with a record high of $61.04 on Nov 25, 2024; dividends were increased to $0.40 per quarter in 2024 and $0.45 in Jan 2025 . Long-term equity awards tied to EPS and relative TSR have paid out strongly (e.g., 2021 PSUs vested at 200% and 2022 PSUs at 119.91%), indicating sustained execution versus targets and peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hancock Whitney Corporation | Chief Operating Officer | 2014–present | Enterprise operations leadership |
| Hancock Whitney Bank | President | 2024–present | Bank leadership role |
| Hancock Whitney Corporation | Senior Executive Vice President | 2017–present | Executive leadership |
| Hancock Whitney Corporation | Executive Vice President | 2008–2016 | Executive leadership |
| Hancock Whitney Corporation | Chief Administrative Officer | 2013–2014 | Administrative oversight |
| Hancock Whitney Corporation | Chief Risk Officer | 2012–2013 | Enterprise risk oversight |
| Hancock Whitney Corporation | Chief Risk & Administrative Officer | 2010–2012 | Risk and administration leadership |
External Roles
No external directorships or roles disclosed for Loper in company filings reviewed. (Not disclosed in 10-K/DEF 14A)
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 647,877 | 697,603 | 727,541 (effective Apr 1, 2024) |
| Target Bonus % of Base | — | — | 100% |
| Actual Cash Incentive ($) | 1,164,604 | 579,561 | 1,043,941 (payout at 143.49% of target) |
| All Other Compensation ($) | 557,588 | 479,314 | 101,444 |
| Total Compensation ($) | 3,113,212 | 2,699,422 | 2,844,166 |
Performance Compensation
Annual Cash Incentive (2024 Plan Design and Results)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Driver |
|---|---|---|---|---|---|---|
| Adjusted EPS | 50% | $3.96 | $4.95 | $5.94 | $5.31 | Above target |
| Adjusted PPNR ($mm) | 30% | $494.4 | $618.0 | $741.6 | $641.0 | Above target |
| 9/30 Criticized Loans/Total Commercial | 10% | 5.87% | 4.57% | 2.81% | 2.81% | Max |
| 9/30 NPLs/Total Loans | 10% | 0.60% | 0.40% | 0.35% | 0.35% | Max |
| Aggregate Completion | — | — | — | — | 143.49% | No discretion applied |
Long-Term Incentives (Structure and Awards)
- Structure: PSUs (60% of LTI for non-CEO NEOs) split equally between a 3-year relative TSR metric and a 2-year adjusted EPS metric, with a 3-year service period and 2-year post-vest holding; RSUs (40%) vest over 3 years with 2-year post-vest holding .
- 2024 Awards (granted Feb 16, 2024): RSUs 9,797 ($436,554) and PSUs 14,696 ($654,854) to Loper .
- Historical PSU Results: 2021 PSU awards vested at 200% (max) on both TSR and EPS components (aggregate 197,248 shares across NEOs); 2022 PSU awards vested at 119.91% aggregate based on TSR above 50th percentile and EPS above target .
| LTI Detail | 2023 Grant | 2024 Grant |
|---|---|---|
| RSUs (# / $) | 6,568 / $334,837 | 9,797 / $436,554 |
| PSUs (# / $) | 9,852 / $502,255 | 14,696 / $654,854 |
| PSU Metrics | 50% TSR (3-yr); 50% Adj. EPS (2-yr) | 50% TSR (3-yr); 50% Adj. EPS (2-yr) |
| Post-Vest Holding | 2 years (RSUs/PSUs) | 2 years (RSUs/PSUs) |
Note: For 2025 LTI, metrics expand to 3-year relative TSR (34%), 3-year average operating ROAA (33%), and 3-year average ROATCE (33%), with no post-vest hold .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 28, 2025) | 96,102 shares; includes 229 shares in DRIP, 2,337 shares in NQDC Plan, and 2,066 RSUs convertible upon retirement eligibility; <1% of outstanding |
| Outstanding RSUs (12/31/2024) | 9,797 ($536,092); 4,379 ($239,619); 1,921 ($105,117) for 2024/2023/2022 grants respectively |
| Outstanding PSUs (unearned, 12/31/2024) | 29,392 ($1,608,330); 9,852 ($539,101); 10,382 ($568,103) for 2024/2023/2022 grants respectively |
| Ownership Guidelines | Executives must hold Company stock worth 3x base salary; retention of 50% of shares until guideline met |
| Hedging/Pledging | Hedging prohibited for directors/officers; directors held no pledged shares in 2024 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Contract | No fixed employment contract disclosed; executives have change-in-control agreements |
| Change-in-Control (CIC) | Double-trigger: if terminated without cause or for good reason within 2 years post-CIC, CEO receives 3x salary+avg bonus and up to 36 months medical; other NEOs (incl. Loper) receive 2x salary+avg bonus and up to 24 months medical; “best-of-net” approach, no excise tax gross-up |
| CIC Severance Illustration (12/31/2024) | Loper: $3,197,777 severance; medical $26,208; vesting of equity per plan rules; NQDC vesting $971,724 in CIC-related scenarios |
| Vesting on Retirement Eligibility | Certain RSUs convert upon retirement based on age/time-of-service (Loper: 2,066 RSUs) |
| Clawback | Nasdaq/Rule 10D-1-compliant mandatory recoupment; discretionary recovery for misconduct causing material harm |
Performance & Track Record
- Company execution has driven improved profitability in 2024: diluted EPS $5.28, adjusted PPNR $641.0 million, NIM 3.37%, stronger capital ratios, dividend increases, and improved stock performance (record high $61.04) .
- Incentive alignment evidenced by PSU outcomes: 2021 cycle paid at 200% driven by max EPS and TSR, while 2022 cycle paid at 119.91% on above-target EPS and >50th percentile TSR .
Compensation Structure Analysis
- Mix tilt toward performance: non-CEO NEO LTI is 60% PSUs and 40% RSUs; majority of long-term awards performance-based .
- Guaranteed vs at-risk: Base salary calibrated near peer median; 2024 bonuses strictly formulaic (143.49%) with no discretionary adjustments; risk controls via clawback and post-vest holding .
- Metric rigor: Cash incentive targets set on adjusted EPS/PPNR and credit quality; PSUs tied to relative TSR and multi-year EPS goals .
Compensation Peer Group (used for benchmarking)
Ameris (ABCB), Associated (ASB), BankUnited (BKU), BOKF, Cadence (CADE), Columbia (COLB), Comerica (CMA), Commerce (CBSH), Cullen/Frost (CFR), F.N.B. (FNB), First Interstate (FIBK), Fulton (FULT), Glacier (GBCI), Old National (ONB), Pinnacle (PNFP), Prosperity (PB), Simmons (SFNC), SouthState (SSB), Synovus (SNV), Texas Capital (TCBI), UMB (UMBF), United Bankshares (UBSI), United Community (UCBI), Valley (VLY), Webster (WBS), Wintrust (WTFC) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: 96% approval at 2024 annual meeting; Compensation Committee retained approach for 2024/2025 in light of strong support .
Expertise & Qualifications
- Functional strengths: operations leadership (COO), risk management (prior CRO), administrative leadership; extensive tenure in core banking functions .
- Executive progression indicates capability across risk, administration, and operating execution .
Equity Ownership & Incentives – Multi-Year Detail
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs Granted (#) | 5,762 | 6,568 | 9,797 |
| PSUs Granted (#) | 8,642 | 9,852 | 14,696 |
| RSUs Outstanding (# / $) | 1,921 / $105,117 | 4,379 / $239,619 | 9,797 / $536,092 |
| PSUs Outstanding (unearned) (# / $) | 10,382 / $568,103 | 9,852 / $539,101 | 29,392 / $1,608,330 |
Employment Terms – Potential Payments (Illustrative, 12/31/2024)
| Scenario | Severance ($) | Equity Vesting ($) | NQDC Vesting ($) | Medical ($) | Total ($) |
|---|---|---|---|---|---|
| CIC Only | — | 912,529 | — | — | 912,529 |
| Involuntary/Good Reason post-CIC | 3,197,777 | 1,827,137 | 971,724 | 26,208 | 6,022,846 |
| Death/Disability | — | 2,146,358 | 971,724 | — | 3,118,082 |
Investment Implications
- Alignment: High share of performance-based LTI (PSUs) tied to multi-year EPS and relative TSR, strong historical payouts, and mandatory post-vest holding periods suggest tight linkage to value creation and reduced near-term selling pressure from vested awards .
- Retention risk: Double-trigger CIC protections (2x salary+avg bonus and 24 months medical for Loper) plus substantial unvested RSUs/PSUs support retention through current cycles; no excise tax gross-ups and robust clawback policy mitigate adverse governance signals .
- Trading signals: Retirement eligibility-related RSU conversion and sizeable outstanding PSUs/RSUs could create event-driven supply upon vesting, but the 2-year post-vest hold (for existing grants) tempers immediate liquidity; the 2025 PSU design removes post-vest hold, modestly increasing future flexibility to sell .
- Performance backdrop: Improved earnings, capital, and stock performance in 2024 provide a constructive setting for EPS/TSR-linked awards, reinforcing incentive alignment and execution confidence .