Randall W. Hanna
HANCOCK WHITNEYAbout Randall W. Hanna
Independent director since 2009 (age 66), Randall W. Hanna is Dean of Florida State University Panama City and the FSU College of Applied Studies, with prior service as Chancellor of the Florida College System and managing shareholder of Bryant Miller Olive, a public finance law firm. His governance credentials emphasize corporate governance, government regulation, legal expertise, executive leadership, and strategic planning . He is an independent director under NASDAQ rules and serves on the Board Risk Committee and the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Florida State University Panama City & College of Applied Studies | Dean | 2016–present | Oversees management, budgeting, regulatory concerns; public university system experience |
| Florida State University | Faculty member; practicing attorney | 2015–2016 | Legal and academic roles |
| Florida College System | Chancellor | 2011–2015 | Led system serving ~800,000 students across 28 institutions |
| Bryant Miller Olive (law firm) | Chairman & Managing Shareholder; attorney | 1984–2011; 2015–2016 | Led growth in public finance/P3; complex transactions; special counsel to U.S. Senator |
| Hancock Bank of Florida | Director | 2007–2010 | Pre-merger subsidiary board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bay County Chamber of Commerce | Board member | Not disclosed | Community leadership in HWC markets |
| Alignment Bay County | Board member | Not disclosed | Nonprofit governance |
| Governing boards of three institutions of higher education | Board member | Not disclosed | Higher education governance (institutions not named) |
Board Governance
- Committee memberships: Board Risk Committee member; Executive Committee member (not a chair) .
- Independence: Classified independent under NASDAQ; all non-employee directors are independent .
- Attendance: Board met 10 times in 2024; each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors convened seven executive sessions in 2024 without management .
- Committee meeting cadence in 2024: Board Risk Committee (4); Executive Committee (3) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 97,500 | 74,980 (1,630 RSAs granted Apr 26, 2024) | 172,480 |
Director compensation program structure (context):
- Annual Board cash retainer $50,000; plus committee retainers (Audit: $15,000 member + $16,000 chair; Board Risk: $10,000 member + $15,000 chair; Compensation: $10,000 member + $10,500 chair; Corporate Governance: $7,500 member + $10,250 chair; Executive: $7,500 member + $10,500 chair; Chairman: $65,000) .
- Equity: Annual restricted stock grant valued at ~$75,000 with one-year service-based vesting; optional deferral to NQDC plan .
Performance Compensation
Director equity awards are time-based (restricted stock) rather than performance-based; vesting is one-year service-based. Recent Form 4s show annual director grants credited to Hanna’s holdings:
| Transaction Date | Filing Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-04-23 | 2025-04-24 | Award (A) | 1,601 | 49.96 | 27,595.669 [shares] | https://www.sec.gov/Archives/edgar/data/750577/000112760225012568/0001127602-25-012568-index.htm |
| 2024-04-24 | 2024-04-26 | Award (A) | 1,630 | 46.00 | 25,324.845 [shares] | https://www.sec.gov/Archives/edgar/data/750577/000112760224013456/0001127602-24-013456-index.htm |
| 2023-04-26 | 2023-04-28 | Award (A) | 2,126 | 35.28 | 23,208.3609 [shares] | https://www.sec.gov/Archives/edgar/data/750577/000112760223013718/0001127602-23-013718-index.htm |
Performance metrics used by HWC for executive pay (governance benchmark):
| 2024 Corporate Performance Goal | Weight | Threshold | Target | Maximum | 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 commercial | 10% | 5.87% | 4.57% | 2.81% | 2.81% |
| 9/30 Non-performing loans / total loans | 10% | 0.60% | 0.40% | 0.35% | 0.35% |
| Resulting corporate completion: 143.49% for NEO annual cash incentives (no discretion applied) . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in HWC proxy biography |
| Prior public company boards | Not disclosed (served on governing boards of higher ed institutions; not specified as public companies) |
| Internal/affiliate boards | Director, Hancock Bank of Florida (2007–2010) |
| Nonprofit/academic boards | Bay County Chamber; Alignment Bay County |
Expertise & Qualifications
- Corporate governance; government regulation; legal experience; executive leadership; strategic planning .
- Deep knowledge of Florida markets and public sector transactions via legal practice and chancellorship .
Equity Ownership
| Holder | Beneficial Shares | Notes |
|---|---|---|
| Randall W. Hanna | 26,309 | Includes 14,514 shares in NQDC Plan and 6,565 held jointly with spouse; percent of class “*” less than 1% . |
| Shares outstanding (record date) | 86,126,857 | As of Feb 28, 2025 . |
| Pledging | None of the directors had pledged HWC shares in 2024 . | |
| Hedging | Company insider trading policy prohibits hedging/short sales for directors . | |
| Stock ownership guideline | Directors must hold stock worth 5x annual Board cash retainer; compliance measured annually; 5-year window to achieve; retention of 50% of shares until compliant . |
Governance Assessment
- Board effectiveness: Hanna’s tenure (since 2009) brings continuity and regulatory/legal expertise to Board Risk and Executive committees; independent status supports oversight .
- Engagement: Board met 10 times; independent directors held seven executive sessions; all directors met attendance standards and attended annual meeting, indicating active engagement .
- Alignment: Annual director equity grant (~$75k) with one-year vesting and optional deferral; beneficial ownership of 26,309 shares; no pledging; hedging prohibited—favorable alignment signals .
- Compensation governance: Robust executive pay-for-performance framework; 2024 say‑on‑pay passed with 96% support, reinforcing investor confidence in governance practices .
- Potential conflicts: Related‑party transactions are reviewed under Regulation O and Audit Committee oversight; no transactions requiring disclosure for directors/officers reported—low conflict signal .
- Committee load: Service on Board Risk (4 meetings in 2024) and Executive (3 meetings) provides direct involvement in credit/liquidity/operational risk oversight and board-level actions between full meetings .
RED FLAGS: None observed in disclosures—no pledging, hedging barred, independence affirmed, attendance thresholds met, and no related‑party transactions requiring disclosure .
Note: “* less than 1%” reflects the company’s convention in the beneficial ownership table **[750577_0000950170-25-036849_hwc-20250310.htm:32]**.