John M. Hairston
HANCOCK WHITNEYAbout John M. Hairston
John M. Hairston (age 61) is President and CEO of Hancock Whitney Corporation and CEO of Hancock Whitney Bank; he has served as CEO since 2008, President since 2014, and as a director since 2006 . Under his leadership, 2024 EPS rose to $5.28 from $4.50 in 2023, CET1 improved to 14.14% (from 12.33%), tangible common equity to 9.47% (from 8.37%), and NIM expanded 3 bps to 3.37%; the quarterly dividend was raised 33% to $0.40 in April 2024 and to $0.45 in January 2025, with shares closing 2024 at $54.72 and reaching a record $61.04 on Nov. 25, 2024 . Long-term incentive outcomes have been solid: 2021 PSUs vested at 200% (Feb. 1, 2024) and 2022 PSUs at 119.91% (Feb. 1, 2025), reflecting relative TSR and adjusted EPS performance above target ranges .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hancock Whitney Corporation | Chief Executive Officer | 2008–present | Led through balance sheet optimization, stronger capital and NIM expansion; EPS growth and dividend increases in 2024 . |
| Hancock Whitney Corporation | President | 2014–present | Executive leadership of corporate strategy and operations . |
| Hancock Whitney Corporation | Chief Operating Officer | 2008–2014 | Operational leadership prior to becoming President . |
| Graduate School of Banking at LSU; Georgia Banking School | Faculty/Board service | n/d | Executive education and industry influence roles . |
External Roles
| Organization | Role | Years | Notable Notes |
|---|---|---|---|
| Gulf Coast Business Council | Director | n/d | Regional economic engagement . |
| New Orleans Business Council | Director | n/d | Market leadership network . |
| Mississippi Economic Council | Director | n/d | Statewide business advocacy . |
| The National WWII Museum | Trustee; Secretary of Executive Committee | n/d | Ongoing board leadership positions . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 1,179,000 | 1,202,580 | 2024 increase effective Apr 1, 2024; salaries aligned ~50th percentile peer median . |
| Target Bonus (% of salary) | 120% | 120% | CEO target unchanged. |
| Actual Annual Cash Incentive ($) | 1,291,253 | 2,060,589 | 2024 payout at 143.49% of target; no discretion applied . |
| Change in Pension Value ($) | 150,460 | 42,779 | As reported in SCT. |
| All Other Compensation ($) | 529,568 (incl. perqs, plan contributions, dividends) | 129,495 | 2023 perqs included $84,000 housing allowance . |
Performance Compensation
- 2024 Annual Cash Incentive metrics and results (corporate completion 143.49%; payout range 0–200%; no committee discretion) .
| 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 Commercial Criticized / Total Commercial | 10% | 5.87% | 4.57% | 2.81% | 2.81% | Max performance . |
| 9/30 Non-Performing Loans / Total Loans | 10% | 0.60% | 0.40% | 0.35% | 0.35% | Max performance . |
- Long-Term Incentives structure (2024 grants; 3-year service; 2-year post-vest holding; 0–200% payout range) .
| Year | LTI Target (% of salary) | Mix | Key Metrics | Vesting/Hold |
|---|---|---|---|---|
| 2024 | 220% | 70% PSUs / 30% RSUs | PSUs: 3-yr relative TSR vs KBW Regional Bank Index; 2-yr adjusted EPS; RSUs: time-based | PSUs/RSUs vest per plan; all subject to 2-year post-vest hold . |
| 2025 | n/d | 100% PSUs split across TSR (34%), 3-yr avg operating ROAA (33%), 3-yr avg ROATCE (33%); no post-vest hold | Relative metrics for TSR, ROAA, ROATCE | 3-year service; no post-vest hold . |
- CEO grant detail (grant-date fair value basis):
| Grant Year | RSUs (shares) | RSU Value ($) | PSUs (shares at target) | PSU Value ($) | Total LTI ($) |
|---|---|---|---|---|---|
| 2024 | 17,726 | 789,871 | 41,360 | 1,843,002 | 2,632,873 |
| 2023 | 15,091 | 705,202 | 35,212 | 1,723,099 | 2,428,301 (fair value in SCT: 2,428,302) |
- Recent PSU vesting outcomes:
- 2022 PSUs (service vest 2/1/2025): vested at 119.91% (TSR 117.39%; EPS 122.43%); NEOs received 65,514 shares valued $3,913,806 (1/31/2025 close); net shares subject to 2-year hold .
- 2021 PSUs (service vest 2/1/2024): vested at 200% (max) for TSR and EPS; NEOs received 197,248 shares valued $8,897,857 (1/31/2024 close); net shares subject to 2-year hold .
Equity Ownership & Alignment
- Policies and alignment:
- CEO stock ownership guideline: 5× base salary; executives must retain 50% of net shares until achieving guideline; hedging prohibited; no director share pledging in 2024 .
| As-Of Date | Total Beneficial Ownership (shares) | Notes |
|---|---|---|
| Feb. 29, 2024 | 240,400 (incl. 132,621 NQDC; 3,848 RSUs retirement-eligible) | <1% of class; includes NQDC balance and retirement-eligible RSUs . |
| Feb. 28, 2025 | 256,842 (incl. 136,784 NQDC; 4,481 RSUs retirement-eligible) | <1% of class; includes NQDC balance and retirement-eligible RSUs . |
- Mix and potential selling pressure:
- Equity is predominantly PSUs/RSUs; no new stock option awards disclosed; 2-year post-vest holding materially limits near-term selling; hedging is prohibited, and no director shares were pledged in 2024 .
Employment Terms
- Contract status: No employment contract; CEO holds a change-in-control (CIC) agreement; no excise-tax gross-ups; “best net” applies; agreements include non-solicitation, non-disparagement and confidentiality covenants .
- Clawback: Mandatory recoupment policy compliant with Nasdaq Rule 10D‑1, with additional discretionary recovery provisions for misconduct causing material harm .
- CIC economics (CEO, illustrative as of Dec. 31, 2024 at $54.72/share):
- Involuntary or “good reason” termination following CIC (double trigger): severance $9,495,565; medical $39,312; LTI acceleration $5,877,510; total $14,644,815 .
- Other scenarios (e.g., CIC only; death/disability) include differing LTI acceleration amounts per plan terms .
Board Governance (director service, committees, independence)
- Board service: Director since 2006; the only employee-director; serves on the Executive Committee .
- Leadership structure: Independent Chairman (Jerry L. Levens); CEO and Chair roles are separated; independent directors held seven executive sessions in 2024; each incumbent director attended ≥75% of meetings; all directors attended the 2024 annual meeting .
- Committee landscape: Executive, Audit, Compensation, Corporate Governance & Nominating, and Board Risk Committees; CEO is a member of the Executive Committee only; committees otherwise chaired by independent directors .
Say‑on‑Pay, Peer Benchmarking, Consultant
- Say‑on‑Pay: 96% approval at the 2024 annual meeting, indicating strong shareholder support; the committee retained the overall compensation approach for 2024–2025 .
- Benchmarking approach: Targets generally around the 50th percentile of a 26-bank peer group; Aon (McLagan) serves as independent consultant; no conflicts reported .
Performance & Track Record (company-level context)
- 2024 financial highlights: EPS $5.28 (vs $4.50 in 2023); adjusted PPNR $641.0m (vs $635.7m); NIM 3.37% (+3 bps); CET1 14.14% (+181 bps); TCE 9.47% (+110 bps); dividend raised to $0.40 (Apr 2024) and $0.45 (Jan 2025); stock ended 2024 at $54.72 and reached a record $61.04 on Nov. 25, 2024 .
- Strategic repositioning: Reduced shared national credit exposure; deposit mix remained diversified; allowance for credit losses at 1.47% at year-end 2024 .
Compensation Structure Analysis (signals)
- At‑risk mix: ~75% of CEO target direct compensation is performance-based; majority of LTI is performance-based PSUs; post‑vest holding further aligns incentives with long‑term TSR and EPS outcomes .
- 2024 cash incentive rigor: Four-metric framework with explicit credit quality constraints; above-target results plus max credit metrics drove a 143.49% payout with no discretion .
- 2025 LTI metric shift: Adds relative operating ROAA and ROATCE alongside TSR (all relative, three-year), removing the post‑vest hold; increases focus on durable operating returns vs share-price alone .
- Shareholder alignment safeguards: No excise tax gross-ups; robust clawback; hedging prohibition; director pledging absent in 2024 .
Investment Implications
- Alignment and performance: High at‑risk weighting, relative TSR/ROAA/ROATCE metrics, and multi‑year vesting indicate strong pay‑for‑performance design; recent PSU outcomes (200% for 2021 cohort; 119.91% for 2022) corroborate execution against targets .
- Retention and turnover risk: CIC protection and sizable unvested/equity-linked value (with post‑vest holds through 2024 awards) reduce near‑term flight risk; absence of employment contract adds flexibility for the board .
- Insider selling pressure: Two‑year post‑vest holding on 2021–2024 equity awards plus hedging prohibition and no pledging limit supply-related overhang from executive equity; tax withholding on vestings may generate mechanical flows but net shares remain restricted for two years .
- Governance quality: CEO is not Chair; majority‑independent committees; strong say‑on‑pay support (96%); independent consultant engaged—factors supportive for governance‑sensitive investors .