Joan C. Teofilo
HANCOCK WHITNEYAbout Joan C. Teofilo
Independent director since 2016; age 61. President & CEO of The Energy Authority (TEA) since 2010, with prior roles as Director of Risk Management & Financial Trading and Chief Risk Officer; expertise spans wholesale electric utility and natural gas markets, enterprise risk, environmental risk assessment, and strategic planning. Serves as Vice Chair of HWC’s Board Risk Committee; the Board has determined she is independent under Nasdaq rules and she met attendance requirements in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Energy Authority (TEA) | President & CEO | 2010–present | Member, TEA Risk Management Committee; leads national nonprofit energy trading serving 60+ public power utilities and ~30,000 MW generation; strategic planning and risk oversight |
| The Energy Authority (TEA) | Director of Risk Management & Financial Trading; Chief Risk Officer | Not disclosed | Built trading and risk infrastructure; founding launch team member |
| Santee Cooper | Project Engineer (construction management) | Not disclosed | Operational engineering experience in a large public power utility |
| American Samoa Power Authority | Mechanical Engineer | Not disclosed | Early-career engineering in utility operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association of Women in Energy | Board member | Current | Nonprofit; industry engagement |
| Industry/community organizations (Jacksonville, FL and broader markets) | Various | Not disclosed | Speaking/presentations; civic involvement in HWC markets |
Board Governance
- Committee assignments: Board Risk Committee, Vice Chair .
- Independence: Independent under Nasdaq; only one employee director on the Board (CEO) .
- Attendance: Board held 10 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended 2024 annual meeting .
- Executive sessions: Independent directors convened seven executive sessions in 2024 without management .
- Hedging/pledging: Insider Trading Policy prohibits hedging; none of the directors pledged Company shares in 2024 .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Board cash retainer (standard) | $50,000 | Annual retainer for non-employee directors |
| Board Risk Committee member retainer | $10,000 | Chair receives additional $15,000; vice chair incremental retainer not specified in policy |
| Fees earned or paid in cash (Joan Teofilo) | $70,000 | Reflects Board and committee retainers (exact breakout not detailed) |
| Equity grant (grant date fair value) | $74,980 | Granted April 26, 2024; restricted stock; one-year service vesting |
| Total director compensation (cash + equity) | $144,980 | 2024 total |
| Equity Award Details | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual restricted stock award | April 26, 2024 | 1,630 | $74,980 | One-year service vesting; directors may elect deferral into NQDC |
- Director Stock Ownership Guidelines: Directors must hold stock worth 5x annual Board cash retainer; must retain half of shares until guidelines met; measured each January 1 .
Performance Compensation
- Non-employee directors do not receive performance-based equity (no PSUs/options); equity is time-based restricted stock with one-year vesting .
- Company’s executive incentive metrics (context for governance alignment):
| 2024 Corporate Performance Metrics | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted EPS | $3.96 | $4.95 | $5.94 | $5.31 |
| Adjusted PPNR ($mm) | $494.4 | $618.0 | $741.6 | $641.0 |
| 9/30 Commercial criticized loans / total | 5.87% | 4.57% | 2.81% | 2.81% |
| 9/30 Non-performing loans / total | 0.60% | 0.40% | 0.35% | 0.35% |
| Annual cash incentive payout factor (executives) | — | — | — | 143.49% |
- Compensation best practices: Mandatory recoupment (clawback) compliant with Nasdaq Rule 10D-1; no excise tax gross-ups; post-vest holding periods on executive awards; prohibition on hedging; independent compensation consultant (Aon) with no conflicts; say-on-pay approval 96% in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Teofilo |
| Private/nonprofit boards | Association of Women in Energy (board) |
| Committee interlocks | Compensation Committee members disclosed; Teofilo is not on Compensation Committee; Committee members had no Item 404 relationships in FY2024 |
Expertise & Qualifications
- Wholesale electric utility and natural gas experience; nationwide business leadership; environmental risk assessment; strategic planning; executive leadership .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 16,824 | |
| Included in total: shares in Nonqualified Deferred Compensation Plan | 15,284 | |
| Restricted stock held (as of 12/31/2024) | 1,630 | |
| Shares outstanding (for % calc) | 86,126,857 | |
| Ownership as % of shares outstanding | ~0.0195% (16,824 / 86,126,857) |
- Pledging/hedging: No pledging by any director in 2024; hedging prohibited by policy .
- Stock ownership guidelines: 5x cash retainer; retention of 50% of acquired shares until compliant; individual compliance status not disclosed .
Governance Assessment
- Committee role and engagement: As Vice Chair of Board Risk, Teofilo is positioned at the core of enterprise risk oversight (credit, liquidity, market, operational/cyber, reputational, strategic), with 4 committee meetings in 2024; Board met 10 times; robust executive-session cadence supports independent oversight .
- Independence and attendance: Independent under Nasdaq; met attendance guidelines; strong governance norms (mandatory retirement at 72; board refresh; 27% added since 2019; diversified composition) bolster effectiveness .
- Alignment and incentives: Director pay mix balanced across cash ($70k) and equity ($74,980); stock ownership guidelines and no hedging/pledging enhance alignment; no director meeting fees—compensation structured as retainers, minimizing short-term incentives .
- Conflicts/related parties: No related-party transactions requiring disclosure; Regulation O processes in place for insider lending; none reported with unfavorable features .
- Signals for investors: High say-on-pay support (96%) and strong capital/performance context indicate stable governance environment; compensation program features clawbacks, no gross-ups, and performance weighting for executives, supporting long-term alignment; no red flags identified related to attendance, pledging, hedging, or related-party exposure .