Michael M. Achary
HANCOCK WHITNEYAbout Michael M. Achary
Senior Executive Vice President and Chief Financial Officer of Hancock Whitney since 2007; designated Principal Accounting Officer in 2022; age 64 as of February 26, 2025, signifying 18 years in the CFO role and deep continuity in financial leadership . Company performance under his financial stewardship improved in 2024: diluted EPS rose to $5.28 from $4.50 in 2023, adjusted pre-provision net revenue reached $641.0 million vs. $635.7 million, CET1 increased to 14.14%, and net interest margin expanded to 3.37%; stock closed 2024 at $54.72 with a record high of $61.04 on November 25, 2024, and quarterly dividend was increased to $0.40 then to $0.45 in January 2025 . Achary regularly certifies internal controls and SEC filings, underscoring accountability for financial reporting integrity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hancock Whitney Corporation | Chief Financial Officer | 2007–present | Principal financial officer overseeing reporting, controls, and SOX certifications; co-signed management’s internal control report |
| Hancock Whitney Corporation | Senior Executive Vice President | 2017–present | Executive leadership across finance and enterprise operations |
| Hancock Whitney Corporation | Executive Vice President | 2008–2016 | Senior finance and operational roles prior to SVP elevation |
| Hancock Whitney Corporation | Principal Accounting Officer | 2022–present | Designated PAO; responsibilities include internal controls and certifications under Exchange Act Rules |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 536,370 | 567,603 | 600,000 (effective Apr 1, 2024) |
| Target Bonus (% of Salary) | 100% (NEO plan uses % by role; target disclosed at 100% for 2024) | 100% (program design) | 100% |
| Actual Annual Cash Incentive ($) | 964,162 | 471,559 | 852,015 (payout at 143.49% of target) |
| Stock Awards ($) | 615,505 | 641,988 | 831,356 (RSUs $332,551; PSUs $498,805) |
Performance Compensation
| Metric | Weight | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| 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 Loans / Total Commercial Loans | 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 |
| Corporate Completion % | — | — | — | — | 143.49% | Committee approved with no discretion |
| Achary Annual Cash Incentive ($) | — | — | Target = 100% of salary | 200% cap | $852,015 | 143.49% of target |
Long-term incentives (2024 awards):
- Mix: 60% PSUs, 40% RSUs for non-CEO NEOs; Achary LTI target set at 140% of base salary .
- Grants: RSUs 7,463 ($332,551), PSUs 11,194 ($498,805), total $831,356 .
- RSU vesting: 33.3% annually on the first day of the month of each of the first three anniversaries; two-year post-vest holding requirement .
- PSU design: 50% three-year relative TSR (0–200% payout; 25th/50th/75th percentile thresholds), 50% two-year adjusted EPS (50% payout at 80% of target; 200% at 120% of target); three-year service and two-year post-vest hold .
- Recent PSU outcomes: 2021 PSUs vested at 200% of target (both TSR and EPS tranches); aggregate NEO shares 197,248 valued at $8,897,857 (Jan 31, 2024) . 2022 PSUs vested at 119.91% aggregate; total NEO value $3,913,806 (Jan 31, 2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 54,104 shares; includes 11,005 shares in Nonqualified Deferred Compensation Plan and 1,598 RSUs that convert to shares upon retirement based on age/service |
| Ownership as % of outstanding | ~0.063% (54,104 ÷ 86,126,857 shares outstanding as of Feb 28, 2025) |
| Vested vs. unvested | Unvested RSUs: 7,463 units (market value $408,375 as of 12/31/2024); Unearned PSUs outstanding: 22,388 units (market/payout value $1,225,071) |
| Options | Program uses RSUs/PSUs; no option awards disclosed in recent proxy tables |
| Ownership guidelines | Executives must hold 3× base salary; retain 50% of net shares until requirement met; measured annually |
| Hedging/pledging | Hedging prohibited for directors, officers, associates; directors reported no pledged shares in 2024; no pledging disclosure for executives in 2024 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment contract | No employment contracts for NEOs; change-in-control agreements in place |
| Change-in-control (CIC) | Double trigger: if terminated without cause or resigns for good reason within two years post-CIC; severance = 2× base salary + average bonus (3× for CEO); continued medical coverage 24 months (36 months for CEO) |
| Example modeled amounts | Achary: modeled CIC severance benefit $2,008,092; modeled medical insurance $10,553; vesting of outstanding equity per plan terms; amounts based on 12/31/2022 stock price $48.39 and scenario assumptions |
| Clawback | Mandatory recoupment compliant with Nasdaq Rule 10D-1 for erroneously awarded performance-based incentive comp; discretionary recovery for misconduct causing material harm; can extend to additional employees/awards |
| Tax gross-ups | None on golden parachute excise taxes; “best net” approach instead |
| Restrictive covenants | Non-solicitation, non-disparagement, confidentiality in CIC agreements |
Performance & Track Record
- 2024 financial performance: diluted EPS $5.28 vs. $4.50 in 2023; adjusted PPNR $641.0 million vs. $635.7 million; CET1 increased to 14.14%; TCE to 9.47%; NIM to 3.37%; deposits stable with 36% noninterest-bearing mix; dividend increased to $0.40 and then $0.45 per share; stock closed at $54.72 with a record high $61.04 on Nov 25, 2024 .
- CFO commentary and execution: Achary detailed asset-sensitivity management, fee income dynamics, and duration extension to better navigate rate cuts and NIM stability; noted quarter-specific fee headwinds with expected rebound .
- Governance and investor feedback: Say-on-Pay support was 96% at the 2024 meeting, signaling strong shareholder alignment with pay practices .
Compensation Committee Analysis
- Committee composition and independence affirmed; six 2024 meetings .
- Market benchmarking: Aon engaged; base salaries aligned near 50th percentile of peer group; peer list spans 26 regional banks with median assets ~$39B .
- Pay mix: ~60% PSUs and 40% RSUs for non-CEO NEOs; post-vest two-year holding periods strengthen alignment and reduce sell pressure .
- Best practices: no excise tax gross-ups, limited perquisites, stock ownership requirements, hedging prohibition .
Investment Implications
- Alignment and selling pressure: Mandatory two-year post-vest holding on RSUs/PSUs and 3× salary ownership guidelines reduce near-term selling pressure and enhance “skin in the game” alignment for Achary .
- Pay-for-performance: 2024 annual incentive paid at 143.49% on above-target EPS/PPNR and max credit metrics; 2021 and 2022 PSU vestings (200% and 119.91% aggregates) show strong realized linkage to TSR and EPS, supporting confidence in execution continuity under Achary’s CFO oversight .
- Retention and transition risk: No employment contracts but robust CIC double-trigger protections (2× salary+bonus and benefits) mitigate retention risk in industry consolidation; long tenure since 2007 provides institutional knowledge, though succession planning should be monitored given age and tenure .
- Governance signals: 96% Say-on-Pay support and absence of tax gross-ups/hedging reflect shareholder-friendly practices; director-level no pledging reported (executive pledging not disclosed), which lowers governance red flags .