Frank E. Bertucci
HANCOCK WHITNEYAbout Frank E. Bertucci
Frank E. Bertucci (age 68) is an independent director of Hancock Whitney Corporation (HWC) who has served on the board since 2000. He is President of F.E.B. Distributing Co., Inc. and Chief Executive Officer of Capital City Beverage, and currently chairs HWC’s Board Risk Committee and serves on the Executive Committee, with prior service on the Audit and Compensation Committees . The board has determined he is independent under NASDAQ rules, and the company separates the roles of Chairman (independent) and CEO .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| F.E.B. Distributing Co., Inc. | President | Since 1990; employed since 1978 | Risk management and strategic planning, including acquisitions |
| Capital City Beverage | Chief Executive Officer | Since 2001 | Strategic leadership; Mississippi market presence |
| Hancock Bank | Director | 1995–2000 | Predecessor bank board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mississippi Beer Distributors Association | Director | Not disclosed | Industry association role |
| Fullhouse Venture Company L.P. (real estate holdings) | Director | Not disclosed | Private investment partnership |
| Gulf Coast Business Council | Member | Not disclosed | Regional business council |
| Mississippi Gulf Resort Classic Foundation | Board member | Current | Nonprofit foundation |
Board Governance
- Committee assignments: Chair, Board Risk Committee; Member, Executive Committee .
- Committee activity: Board Risk Committee (4 meetings in 2024); Executive Committee (3 meetings in 2024) .
- Independence and leadership: All non-employee directors (including Mr. Bertucci) are independent; independent Chairman of the Board; CEO is the sole employee-director .
- Attendance and engagement: Board held 10 meetings in 2024; each incumbent director attended at least 75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting; independent directors held seven executive sessions in 2024 .
- Risk oversight: Board Risk Committee oversees credit, liquidity, market, legal, operational (including cybersecurity), reputational, and strategic risks (with a Credit Risk Management Subcommittee); CRO and CCO report into the structure .
- Governance practices: No director share pledging in 2024; insider trading policy prohibits hedging; stock ownership and retention guidelines in place for directors and executives; mandatory retirement policy prohibits re‑election after age 72 .
- Shareholder sentiment: Say‑on‑pay approval was 96% at the 2024 annual meeting, signaling strong investor support for governance and pay practices .
Fixed Compensation
- Director compensation structure (2024):
- Annual Board cash retainer: $50,000 .
- Committee retainers (selected): Audit member $15,000; Audit Chair +$16,000; Board Risk member $10,000; Board Risk Chair +$15,000; Compensation member $10,000; Compensation Chair +$10,500; Corporate Governance member $7,500; Corporate Governance Chair +$10,250; Executive Committee member $7,500; Executive Chair +$10,500 .
2024 Director Compensation – Frank E. Bertucci
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (grant date fair value) | $74,980 |
| Total | $174,980 |
Notes:
- Directors may elect to receive some/all cash in stock (up to $100,000 in stock per year) or defer fees under the Nonqualified Deferred Compensation Plan .
Performance Compensation
- Equity program for directors: Annual equity grant valued at ~$75,000, delivered as restricted stock (RSAs) with a one‑year service‑based vesting condition; grants occur on/around the annual meeting; directors may defer equity awards into the NQDC Plan .
- 2024 grant details: All non‑employee directors received 1,630 shares on April 26, 2024; grant date fair value for Mr. Bertucci was $74,980 .
2024 Equity Award Details – Frank E. Bertucci
| Grant Date | Instrument | Shares | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| April 26, 2024 | Restricted Stock (RSA) | 1,630 | 1‑year service-based | $74,980 |
Directors do not receive performance‑conditioned equity or stock options under the director program; equity is time‑based RSAs intended to align with long‑term shareholder value .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mr. Bertucci in the HWC proxy biography .
- Compensation Committee interlocks: The company reports no interlocks or related‑party relationships among current Compensation Committee members in the last fiscal year; Mr. Bertucci is not a current member of that committee .
Expertise & Qualifications
- Expertise highlights (per board profile): Federal and state government regulation; knowledge of Mississippi Gulf Coast markets; mergers and acquisitions; risk management; strategic planning .
Equity Ownership
Beneficial Ownership – as of February 28, 2025
| Holder | Shares Beneficially Owned | Notable Components | Ownership % |
|---|---|---|---|
| Frank E. Bertucci | 24,393 | Includes 1,445 shares in spouse DRIP; 12,770 shares in Company NQDC Plan | “*” (less than 1%) |
Additional alignment factors:
- Director stock ownership guideline: Directors are expected to hold Company stock worth five times the annual cash retainer; until met, directors must retain half of shares acquired from the Company .
- No director pledging in 2024; company prohibits director/officer hedging of Company stock .
Governance Assessment
-
Strengths and positive signals
- Long‑standing independent director with deep Mississippi market expertise; chairs Board Risk Committee, a key oversight role for a regional bank .
- Strong board‑level risk oversight (Board Risk Committee met four times in 2024) and active independent director executive sessions (seven in 2024) support effective challenge and oversight .
- Clear alignment mechanisms: director equity grants; 5× retainer stock ownership guideline; no hedging; no pledging; robust shareowner support for pay (96% say‑on‑pay) .
- Independence affirmed under NASDAQ rules; independent Chair separate from CEO enhances board oversight .
-
Watch items and potential risks
- Tenure since 2000 implies very long service; while bringing institutional knowledge, some investors scrutinize long tenure for independence/refreshment considerations (company maintains a mandatory retirement age of 72) .
- Primary business interests in beverage distribution and private investment (Fullhouse Venture Company L.P.) create ordinary‑course banking relationship potential; however, the company reports insider loans are on market terms, with no loans involving more than normal risk or unfavorable features requiring disclosure; related‑party transactions are monitored under Regulation O and reviewed by the Audit Committee .
- Director equity is time‑based (not performance‑conditioned); while standard for directors, it relies on ownership/holding requirements rather than performance hurdles for alignment .
-
Attendance/engagement signal
- All incumbent directors met at least the 75% attendance threshold and attended the 2024 annual meeting, indicating baseline engagement .
Appendix: Board/Committee Snapshot (for context)
- Board meetings in 2024: 10; independent directors’ executive sessions: 7 .
- Bertucci’s committees: Board Risk (Chair), Executive (Member) .
- Committee meetings in 2024: Executive (3), Audit (9), Compensation (6), Corporate Governance & Nominating (6), Board Risk (4) .
Notes on “Insider Trades”
- The proxy provides beneficial ownership but does not include Form 4 trading activity tables; recent transaction analysis would require reviewing SEC Forms 4 (not included in this proxy) .