Jerry L. Levens
HANCOCK WHITNEYAbout Jerry L. Levens
Independent Chairman of the Board at Hancock Whitney Corporation since 2009, age 68. A retired CPA and former audit/assurance partner with Alexander, Van Loon, Sloan, Levens & Favre, PLLC (27 years; partner in charge of audit/assurance for 25 years) and former manager of AVL Wealthcare, LLC (19 years). Recognized as an audit committee financial expert with deep accounting, audit, risk management, and corporate governance experience; NACD Board Leadership Fellow; BBA in Accounting from the University of Mississippi .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexander, Van Loon, Sloan, Levens & Favre, PLLC | Partner; Partner-in-charge of audit & assurance | 27 years; retired 2019 | Led assurance practice; audit and GAAP expertise |
| AVL Wealthcare, LLC (RIA) | Manager/Partner | 19 years | Financial planning/investment advisory leadership |
| Hancock Bank | Director | 2008–2009 | Predecessor bank board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mississippi Society of CPAs; AICPA; Association of Certified Fraud Examiners | Member (CFE-Ret., CGMA-Ret.) | Ongoing | Professional credentials and affiliations |
| Univ. of Mississippi E.H. Patterson School of Accountancy | Professional Advisory Council | Ongoing | Advisory role |
| National Association of Corporate Directors (NACD) | Board Leadership Fellow | Ongoing | Governance credential |
| Community/nonprofit boards (various) | Director/Advisor | Various | Gulf Coast Restoration Fund advisory board and multiple leadership roles |
Board Governance
- Independence and leadership: Independent Chairman of the Board; all committees (other than Executive) are fully independent; Levens is designated an audit committee financial expert .
- Committee assignments and roles in 2024:
- Executive Committee: Chair; 3 meetings
- Audit Committee: Member; 9 meetings
- Compensation Committee: Member; 6 meetings
- Attendance and engagement: Board met 10 times; all incumbent directors attended ≥75% of Board and committee meetings, and all directors attended the 2024 annual meeting. Independent directors held 7 executive sessions in 2024 .
- Board structure: CEO and Chair roles separated; independent directors meet regularly; prohibition on serving on >3 other public boards in addition to HWC .
Fixed Compensation (Director)
| Year | Fees Earned/Paid in Cash | Equity Grant (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $163,000 | $74,980 (1,630 restricted shares granted April 26, 2024) | $237,980 |
- Program structure: Annual Board cash retainer $50,000; Chair of the Board additional $65,000; Audit Committee members +$15,000 (Chair +$16,000); Compensation Committee members +$10,000 (Chair +$10,500); Executive Committee members +$7,500 (Chair +$10,500). Directors may elect to receive retainers in stock (cap $100,000) or defer via NQDC plan .
Performance Compensation (Director)
| Instrument | Grant Date | Shares/Units | Vesting | Fair Value |
|---|---|---|---|---|
| Restricted Stock (annual) | April 26, 2024 | 1,630 | 1-year service vest; eligible to defer into NQDC | $74,980 |
- Note: Director equity is service-based restricted stock (not performance-conditioned). Annual grant approximates $75,000; granted on/around the annual meeting; vests after one year; directors can elect deferral into the NQDC plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Levens |
| Compensation Committee interlocks | None; committee members (incl. Levens) had no relationships requiring Item 404 disclosure; no reciprocal comp-committee relationships reported |
Expertise & Qualifications
- Accounting and audit expertise; SEC-defined audit committee financial expert .
- Corporate governance and strategic planning experience; financial services executive experience .
- Risk management background across audit and advisory contexts .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 40,330 | As of Feb 28, 2025 |
| Included in NQDC Plan (deferred shares) | 22,235 | Part of beneficial holdings |
| Family limited partnership (joint w/ spouse) | 18,095 | Disclaimed beneficial ownership; included in total |
| Unvested restricted stock (RSAs) | 1,630 | Standard 2024 director grant outstanding at 12/31/24 |
| Ownership as % of shares outstanding | <1% | Company indicates “*” less than 1% |
| Shares pledged | None by any director in 2024 | Company-wide statement for directors |
| Hedging policy | Hedging prohibited for directors/officers/associates | Policy prohibition |
| Stock ownership guideline | 5x annual Board cash retainer | Guideline with 5-year compliance window and 50% retention until met |
| Apparent compliance | Yes (estimated) | 5x retainer = $250k; 40,330 shares × $54.72 YE price ≈ $2.2M; exceeds guideline |
The guideline is measured at Jan 1 each year using the prior year-end price; HWC’s 12/31/24 close was $54.72 .
Related-Party Exposure and Conflicts
- Company discloses ordinary-course insider lending under Regulation O at market terms; Audit Committee reviews and approves related-party transactions; annual procedures and questionnaires used to identify conflicts .
- No Levens-specific related party transactions requiring Item 404 disclosure were reported; Compensation Committee notes no relationships requiring disclosure for its members (including Levens) .
- No pledging and hedging prohibited—reduces alignment risk; no delinquent Section 16 filings noted for Levens (one late Form 4 was for another director) .
Say-on-Pay & Shareholder Feedback (Context)
- 96% approval on 2024 say-on-pay, indicating favorable investor sentiment toward compensation practices overseen by the Compensation Committee (of which Levens is a member) .
Governance Assessment
- Strengths and signals supportive of investor confidence:
- Independent, financially sophisticated Chair with audit committee financial expert designation; separation of Chair/CEO roles; active committee leadership .
- Strong engagement: Board held 10 meetings; ≥75% attendance for all incumbents; 7 independent executive sessions; all directors attended annual meeting .
- Ownership alignment: Meaningful personal stake (40,330 shares), guideline of 5x retainer, no pledging, and anti-hedging policy .
- Compensation oversight: No interlocks; use of independent consultant; well-defined director pay structure with modest equity grants .
- Potential watch items:
- Portion of holdings via a family limited partnership (18,095 shares) where beneficial ownership is disclaimed—structurally indirect, but fully disclosed; not inherently a conflict .
- Standard Reg O insider banking relationships exist at the company level; subject to robust controls and committee review; no Levens-specific exceptions disclosed .
Overall, Jerry L. Levens presents as a highly qualified, independent financial expert with substantial board leadership and strong ownership alignment, low conflict indicators, and active governance participation—factors that generally support board effectiveness and investor confidence at HWC .