Sonia A. Pérez
HANCOCK WHITNEYAbout Sonia A. Pérez
Independent director at Hancock Whitney Corporation since 2021; age 68. Former President, Southeast States at AT&T Inc. (2018–2022) with prior leadership roles at AT&T in Louisiana and Texas, and SBC/Southwestern Bell (1979–2005). Serves on the Board Risk Committee; the Board has determined she is independent under NASDAQ rules. In 2024, the Board held ten meetings and all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting; independent directors convened seven executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | President, Southeast States | 2018–2022 | Led ~9,600 employees; oversaw technology deployment, infrastructure investment, public policy and regulatory initiatives . |
| AT&T Louisiana | President | 2010–2018 | State leadership, government/regulatory engagement . |
| AT&T Texas | Vice President | 2005–2010 | Regional operations; public policy . |
| SBC (Southwestern Bell) | Various roles | 1979–2005 | Career progression prior to AT&T acquisition . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sanderson Farms, Inc. (public) | Director | 2019–2022 | Service ended upon company sale in 2022 . |
| National World War II Museum | Director | Current | Non-profit board service . |
| University of Texas Foundation | Director | Current | Non-profit board service . |
| Resilient Louisiana Commission | Member | Prior | Appointed advisory role . |
| Louisiana Economic Development Transition Team | Chair | Prior | Appointed advisory role . |
Board Governance
- Committee assignments: Board Risk Committee member; Board Risk Committee met 4 times in 2024; Vice Chair is Joan C. Teofilo, Chair is Frank E. Bertucci .
- Independence: Non-employee directors, including Ms. Pérez, are independent under NASDAQ rules .
- Attendance: Board held 10 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting; independent directors held seven executive sessions in 2024 .
- Governance practices: Chairman is independent; board committees (except Executive) led by independent directors; prohibition on hedging; no pledging by directors in 2024; director stock ownership guidelines in place; limits on service on other public boards (≤3) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $73,333 | Includes Board and committee retainers; directors may defer into NQDC Plan or elect stock in lieu of cash up to $100,000 . |
| Stock Awards (Restricted Stock) | $74,980 | Grant of 1,630 RSAs to non-employee directors on April 26, 2024; one-year service-based vesting . |
| Total | $148,313 | Sum of cash and equity compensation . |
Program structure (context):
- Board annual cash retainer $50,000; Board Risk Committee member annual cash retainer $10,000; chair supplements apply to committee chairs (not applicable to Ms. Pérez) .
- Annual director equity grant target ~$75,000 in restricted stock with one-year vesting; optional deferral via NQDC Plan .
Performance Compensation
Directors receive service-vested restricted stock; no director-level performance metrics or options disclosed . For governance context, the company’s executive incentive metrics (committee oversight at Board level) in 2024 were:
| Corporate Performance Goal | % of Plan Component | 2024 Threshold | 2024 Target | 2024 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 Criticized Commercial Loans / Total Commercial Loans | 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% |
Result: Annual cash incentives paid at 143.49% of target based on actual achievement; no discretionary adjustments were applied .
Other Directorships & Interlocks
- Public company directorships: Sanderson Farms, Inc. (ended in 2022 due to sale) .
- Interlocks: No compensation committee interlocks among HWC compensation committee members; Ms. Pérez is not on HWC’s compensation committee .
- Related-party transactions oversight: Audit Committee reviews Item 404 transactions; insider lending to directors/officers permitted under Regulation O on market terms; procedures in place to detect and address conflicts .
Expertise & Qualifications
- Nationwide business experience; executive leadership; technology infrastructure; government regulation .
- Board experience at a public company; extensive engagement in Texas and Louisiana markets; recognized for community leadership .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 10,192 shares; <1% of outstanding common stock |
| Held in Nonqualified Deferred Compensation Plan | 7,356 shares |
| Restricted stock (RSAs) outstanding at 12/31/2024 | 1,630 shares (service-based vesting) |
| Pledged shares | None held pledged by any director in 2024 |
| Hedging | Prohibited for directors under Insider Trading Policy |
| Stock ownership guidelines | Directors expected to hold stock worth 5× annual Board cash retainer; five-year compliance window; retain 50% of shares acquired until compliant |
Governance Assessment
- Board effectiveness: Active participation on Board Risk Committee overseeing credit, liquidity, market, operational (including cybersecurity), reputational, and strategic risks; committee met 4 times in 2024 .
- Independence and engagement: Independent; met attendance thresholds; participates in a board with strong independent leadership, regular executive sessions, and robust governance practices .
- Compensation alignment: Director pay mixes cash retainer with annual restricted stock, promoting alignment; equity is service-vested and subject to director ownership guidelines .
- Shareholder signals: Strong say‑on‑pay support in 2024 (96% of votes cast), indicating investor confidence in compensation governance .
- Conflicts/related party exposure: No pledging; hedging prohibited; related-party transactions governed and reviewed under Regulation O policies; no specific related-party transactions or red flags were disclosed involving Ms. Pérez .
RED FLAGS: None disclosed related to pledging/hedging, related‑party transactions, attendance shortfalls, or pay anomalies for Ms. Pérez. She is not on Audit or Compensation, limiting direct influence on pay design but consistent with independent committee composition .