H. Merritt Lane, III
HANCOCK WHITNEYAbout H. Merritt Lane, III
Independent director of Hancock Whitney Corporation since 2021; age 63. Chairman, President and CEO of Canal Barge Company, Inc. (New Orleans) since 1994; prior investment banker at PaineWebber (1983–1986). Holds a BS in Finance from the University of Virginia; expertise spans marine transportation, public company board service, executive leadership, and strategic planning, with deep knowledge of Louisiana markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canal Barge Company, Inc. | Chairman, President & CEO | 1994–present | Led marine transport/services and liquid storage operations; executive leadership and strategic planning |
| PaineWebber Inc. | Investment Banker | 1983–1986 | Corporate finance experience; capital markets exposure |
| International Shipholding Corp. (public) | Director | 2004–2015 | Marine transportation governance; public board experience |
| Hibernia Homestead Bancorp., Inc. (public) | Director | 2008–2018 | Community bank holding company governance |
| Bureau of Governmental Research | Chairman | Not disclosed | Civic governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pontchartrain Materials Corporation, L.L.C. (private) | Director | Since 2001 | Construction aggregate supplier |
| National World War II Museum | Leadership roles | Not disclosed | Civic and philanthropic engagement |
| Nature Conservancy of Louisiana | Leadership roles | Not disclosed | Environmental stewardship |
| Water Institute of the Gulf | Leadership roles | Not disclosed | Coastal science and policy |
Board Governance
- Committees: Compensation Committee member; Board Risk Committee member (no chair roles) .
- Independence: Board determined Lane is independent under NASDAQ rules .
- 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 .
- Governance practices: Independent Chairman of the Board; prohibition on hedging for directors/officers/associates; no director share pledging in 2024; director service limits (≤3 other public boards) .
- Related party review: Audit Committee oversees Item 404 related-party transactions; insider lending subject to Regulation O; loans to insiders made on market terms without unfavorable features requiring disclosure .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $70,000 |
| Stock Awards (grant-date fair value) | $74,980 |
| Total | $144,980 |
Program structure: Non-employee directors receive a $50,000 annual Board cash retainer; committee retainers of $10,000 for Compensation Committee members and $10,000 for Board Risk Committee members (additional chair premiums not applicable to Lane); annual equity grant ~ $75,000 in restricted stock with one-year service vest; optional deferral of cash/equity into the NQDC Plan .
Performance Compensation
| Equity Component | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Restricted Stock Award | April 26, 2024 | 1,630 | $74,980 | One-year service-based | Directors may defer under NQDC; intended to align with long-term stock performance |
Directors do not receive performance-conditioned equity (no PSU/option programs for directors); awards are time-based restricted stock to promote alignment and ownership .
Other Directorships & Interlocks
| Company | Public/Private | Role | Years |
|---|---|---|---|
| International Shipholding Corp. | Public | Director | 2004–2015 |
| Hibernia Homestead Bancorp., Inc. | Public | Director | 2008–2018 |
| Pontchartrain Materials Corporation, L.L.C. | Private | Director | Since 2001 |
- Compensation Committee interlocks: None; no insider participation; committee members all independent .
- Disclosed interlocks with HWC peers/competitors: None identified in proxy .
Expertise & Qualifications
- Marine transportation operations; executive leadership; strategic planning; public company board experience; Louisiana market expertise .
- Broad civic leadership and philanthropic recognition (WWII Museum, Nature Conservancy, Water Institute) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 9,397 | Less than 1% of class |
| Included in total: NQDC Plan | 4,104 | Deferred holdings |
| Included in total: RSAs | 1,630 | 2024 restricted stock award |
| Shares pledged as collateral | 0 | No director pledging in 2024 |
| Hedging policy | Prohibited | Applies to directors, officers, associates |
| Ownership guidelines | 5× annual Board cash retainer | Must retain half of shares until guideline met |
Governance Assessment
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Strengths
- Independent status; service on Compensation and Risk committees supports board effectiveness in pay, human capital, and enterprise risk oversight .
- Engagement and attendance metrics are satisfactory; independent directors met in seven executive sessions, indicating healthy independent oversight .
- Director compensation structure balanced between cash and equity; equity grants with service vesting and ownership/retention guidelines enhance alignment; no hedging/pledging permitted .
- Compensation Committee integrity: all members independent; no interlocks/insider participation; use of independent consultant (Aon) and established peer groups for benchmarking .
- Shareholder support signal: Say-on-Pay approval 96% at 2024 annual meeting .
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Watchpoints
- External CEO role at Canal Barge may pose potential time/attention constraints; however, no related-party transactions requiring disclosure and insider lending governed by Regulation O .
- Director stock ownership guideline compliance is enforced but individual compliance status is not disclosed per director; ongoing retention requirement mitigates alignment risk .
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Red flags
- None disclosed regarding attendance shortfalls, hedging/pledging, related-party transactions, tax gross-ups, or option repricing for directors .