Michael Otero
HANCOCK WHITNEYAbout Michael Otero
Michael Otero, age 58, is Senior Executive Vice President (since 2025) and Chief Risk Officer (since 2020) at Hancock Whitney, after serving as Executive Vice President since 2013 and Chief Internal Auditor from 2013–2018 . Company performance under his enterprise risk tenure shows strengthened capital (CET1 14.14%), normalized criticized loans (2.81% of commercial loans) and nonperforming loans (0.35%), with 2024 adjusted PPNR of $641.0 million and diluted EPS of $5.28 . Over recent years, total shareholder return on a $100 investment rose to $143.82 in 2024 (vs. $123.90 in 2023, $120.08 in 2022), while net income reached $460.8 million and adjusted EPS was $5.31 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hancock Whitney Corporation | Senior Executive Vice President | 2025–present | Elevated executive leadership over enterprise risk |
| Hancock Whitney Corporation | Chief Risk Officer | 2020–present | Oversight during period of normalized criticized and nonperforming loans, strong capital ratios |
| Hancock Whitney Corporation | Executive Vice President | 2013–present | Senior leadership continuity across risk and audit functions |
| Hancock Whitney Corporation | Chief Internal Auditor | 2013–2018 | Led internal audit function |
External Roles
- No external board roles or public company directorships disclosed in 10-K or proxy for Otero .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | — | — | 468,784 | 2024 salary rate set to $475,000 effective Apr 1, 2024 |
| Perquisites ($) | — | — | 548 | Auto allowance, dues, executive physicals, parking, LTD insurance |
| Company Plan Contributions ($) | — | — | 11,850 | 401(k) and NQDC contributions |
| Dividends on RSAs/RSUs ($) | — | — | 2,872 | Dividend equivalents on RSUs; dividends on RSAs |
| Total “All Other Compensation” ($) | — | — | 15,270 | Sum of perqs, plan contributions, dividends |
| Pension – Present Value ($) | — | — | 302,582 | 10 yrs credited service; plan assumptions described |
| Nonqualified Deferred Comp – Exec Contributions ($) | — | — | 23,414 | 2024 contributions; plan is investment-directed |
| Nonqualified Deferred Comp – Aggregate Balance ($) | — | — | 240,542 | As of 12/31/2024 |
Performance Compensation
Annual Cash Incentive (2024)
| Item | Value |
|---|---|
| Target bonus (% of base salary) | 65% |
| Corporate performance completion | 143.49% |
| Payout ($) | 437,225 |
Performance metrics and outcomes (company-wide):
| Metric (Weight) | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| Adjusted EPS (50%) | 3.96 | 4.95 | 5.94 | 5.31 |
| Adjusted PPNR ($mm) (30%) | 494.4 | 618.0 | 741.6 | 641.0 |
| 9/30 Commercial Criticized Loans / Total (10%) | 5.87% | 4.57% | 2.81% | 2.81% |
| 9/30 Non-Performing Loans / Total (10%) | 0.60% | 0.40% | 0.35% | 0.35% |
2025 annual cash incentive metrics will weight adjusted EPS (40%), adjusted PPNR (40%), and net charge-offs (20%) .
Long-Term Incentives (Grant Year 2024)
| Award Type | Grant Date | Units | Grant Date Fair Value ($) | Core Design |
|---|---|---|---|---|
| RSUs | 2/16/2024 | 2,736 | 107,443 | Time-based; vest 33.3% annually on first day of the month of each of the first three anniversaries; 2-year post-vest holding |
| PSUs (EPS + TSR) | 2/16/2024 | 4,104 (target) | 163,093 | 60% of LTI; earned 0–200% based on 2-year adjusted EPS and 3-year relative TSR vs KBW Regional Bank Index; 3-year service; 2-year post-vest holding |
LTI target sizing: Otero’s 2024 LTI target value was $308,750 (65% of base salary), delivered 60% PSUs and 40% RSUs .
2022 PSUs vested collectively at 119.91% based on above-target EPS and relative TSR performance; vesting occurred on Feb 1, 2025, with a 2-year post-vest holding .
Stock vested in 2024:
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Michael Otero | 9,523 | 433,765 |
Outstanding equity (as of 12/31/2024):
| Grant | Not Vested RSUs (#) | Market Value ($) | Unearned PSUs (#) | PSU Payout Value ($) |
|---|---|---|---|---|
| 2/16/2024 | 2,736 | 149,714 | 8,208 | 449,142 |
| 2/17/2023 | 1,468 | 80,329 | 3,302 | 180,685 |
| 2/18/2022 | 584 | 31,956 | 3,152 | 172,477 |
No stock options outstanding or granted to Otero under the 2020 Plan (0 stock options) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 27,210; includes 1,644 shares in NQDC Plan |
| Ownership as % of shares outstanding | ~0.032% (27,210 / 86,126,857) |
| Vested vs unvested | Unvested RSUs and PSUs as detailed above; 2024 vested shares 9,523 under 2-year post-vest hold |
| Stock ownership guidelines | Executives must hold 3x base salary; CEO 5x; retain 50% of net shares until compliant |
| Otero guideline requirement | 3 × $475,000 = $1,425,000 of stock value (base salary rate set Apr 1, 2024) |
| Hedging / pledging | Hedging prohibited for all directors, officers, associates; no director shares pledged in 2024 |
Vesting schedule specifics:
- RSUs: 33.3% annually; first day of the month on each of the first three anniversaries of grant (e.g., 2024 RSUs begin vesting Feb 1, 2025; subject to 2-year post-vest holding) .
- PSUs: EPS leg (2-year performance) and TSR leg (3-year performance), with a 3-year service requirement and 2-year post-vest holding; payout 0–200% of target .
Employment Terms
| Provision | Otero Terms |
|---|---|
| Employment contract | None; executives do not have employment contracts |
| Change-in-control agreement | Double-trigger; severance equal to 2× base salary + average bonus (last 3 fiscal years); 24 months medical coverage; “best of net” excise tax approach; no gross-ups |
| CIC severance illustrative amount | $1,654,751 (based on 12/31/2024 scenario); medical insurance $36,840 |
| Equity treatment on CIC/retirement | Pro rata vesting of PSUs/RSUs per performance/service rules; immediate vesting in certain CIC/death/disability scenarios as outlined; Otero meets retirement conditions as of 12/31/2024 |
| Clawback | Policy compliant with Nasdaq Rule 10D-1; mandatory recovery of erroneously awarded performance-based incentive comp on restatement; discretionary recovery for misconduct-caused material harm |
| Covenants | Non-solicitation, non-disparagement, confidentiality; insider trading policy prohibits hedging |
Compensation Structure vs. Performance Metrics
- Cash incentive metrics emphasize adjusted EPS, adjusted PPNR, and credit quality (criticized loans and NPL ratios), directly aligning Otero’s risk oversight with payout outcomes; 2024 payout at 143.49% due to above-target EPS/PPNR and max credit quality performance .
- PSUs split across relative TSR vs KBW Regional Bank Index and adjusted EPS, with 60% weighting of PSUs in Otero’s LTI, a strong pay-for-performance tilt; vesting outcomes range 0–200% and require 3-year service plus 2-year holding .
Vesting Schedules and Insider Selling Pressure
- RSUs vest annually over three years and are subject to a 2-year post-vest holding period, delaying potential selling; Otero vested 9,523 shares in 2024, all subject to post-vest holds .
- 2022 PSUs vested at 119.91% on Feb 1, 2025; those shares are under a 2-year hold, tempering near-term supply and insider selling pressure .
Compensation & Ownership Governance
- Strong governance features: majority performance-based LTI, mandatory post-vest holding, clawback policy, no excise tax gross-ups, limited perquisites .
- Stock ownership guidelines and retention requirements enforce long-term alignment; hedging prohibited and no director pledging in 2024; executive pledging not disclosed .
Investment Implications
- Alignment: Otero’s incentives are closely tied to EPS, PPNR, credit quality, and relative TSR, with mandatory holding periods that reduce short-term selling pressure and reinforce long-term risk discipline .
- Retention risk: Retirement eligibility and double-trigger CIC provisions could lead to pro rata vesting upon separation/CIC, but post-vest holds and ownership requirements maintain alignment; severance economics ($1.65M illustrative) are moderate vs peers for a CRO .
- Trading signals: 2025 vesting from 2022 PSUs at 119.91% and ongoing RSU tranches imply scheduled insider unlocks, yet 2-year holding requirements limit immediate liquidity; watch Section 16 filings for actual disposals .
- Execution: Company credit metrics, capital ratios, and EPS/PPNR performance improved in 2024, consistent with effective risk oversight—supportive for pay outcomes and future PSU realizations; monitor 2025 shift in LTI metrics (relative TSR, operating ROAA, ROATCE) for changes in payout sensitivity .