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Sonya C. Little

Director at HANCOCK WHITNEYHANCOCK WHITNEY
Board

About Sonya C. Little

Independent director at Hancock Whitney Corporation since 2016; age 59; former EVP and Chief Administrative Officer at Strategic Property Partners (2019–2024) and former CFO for the City of Tampa (2011–2019). She holds a B.S. in Business from the University of South Florida and has held NASD Series 7 and 63 licenses, with deep finance, audit, investment banking, and risk management credentials; designated by HWC as an audit committee financial expert .

Past Roles

OrganizationRoleTenureCommittees/Impact
Strategic Property PartnersEVP & Chief Administrative Officer2019–2024Oversaw finance, accounting, risk, HR, IT, government affairs
City of TampaChief Financial Officer2011–2019Led $1.2B+ operating budget, credit ratings, debt portfolio
Public Resources Advisory GroupManaging DirectorPrior to 2011Municipal advisory and finance experience
RBC Capital Markets (William R. Hough & Co.)Investment banker~14 yearsCapital markets expertise
State of Florida Division of Bond Finance; Barnett Bank; Florida National BankFinance rolesPriorFoundational banking/finance roles

External Roles

OrganizationRoleStatusCommittees/Notes
The Mosaic Company (NYSE: MOS)DirectorCurrentAudit Committee member
Turner Construction (private)DirectorCurrentBoard member
Municipal Securities Rulemaking Board (MSRB)Task Force Member, Subject Matter ExpertPriorDeveloped issuer education curriculum
FL Partnership for Public Facilities & Infrastructure Act Task ForceAdvisorPriorP3 legislative guidelines advice

Board Governance

  • Independence: HWC determined all non-employee directors, including Ms. Little, are independent under NASDAQ rules .
  • Committees: Audit Committee Vice Chair; Corporate Governance & Nominating Committee member .
  • Audit expertise: Board classifies Audit members, including Ms. Little, as “audit committee financial experts” .
  • Attendance: Board met 10 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors held seven executive sessions without management .
  • Committee meetings in 2024: Audit (9), Compensation (6), Corporate Governance & Nominating (6), Board Risk (4), Executive (3) .

Fixed Compensation

YearCash FeesEquity Award ValueTotalNotes
2024$84,167 $74,980 (restricted stock grant) $159,147 Annual equity grant of 1,630 RSAs on 4/26/2024; one-year service-based vesting
Program Schedule (2024)Board retainer: $50,000 Target equity: ~$75,000 RSAs (1-year vest) Committee retainers: Audit member $15,000; Audit Chair +$16,000; Comp member $10,000; Comp Chair +$10,500; Corp Gov member $7,500; Corp Gov Chair +$10,250; Exec member $7,500; Exec Chair +$10,500; Board Risk member $10,000; Board Risk Chair +$15,000; Chairman +$65,000

Performance Compensation

ElementMetricPayout StructureVest/HoldEvidence
Director equityNone (service-based RSAs)Fixed grant value (~$75k); no performance metrics1-year service vest; directors may defer; no performance conditionRSAs granted to non-employee directors; service-based vest only

No director options or PSUs disclosed; director equity is granted as restricted stock with service vesting only .

Other Directorships & Interlocks

  • Interlocks: Mosaic Company (fertilizer/chemicals) and Turner Construction (private) are not banking peers; no disclosed competitive interlocks with HWC’s client/supplier base. HWC limits directors to serving on no more than three other public company boards in addition to HWC, supporting bandwidth and independence .

Expertise & Qualifications

  • Financial/audit expertise (audit committee financial expert), investment banking, government regulation, strategic planning, and risk management .
  • Geographic/regulatory depth via City of Tampa CFO experience and state-level advisory roles .

Equity Ownership

MetricValueNotes
Total beneficial ownership15,936 shares Includes holdings in NQDC plan
Ownership as % of outstanding~0.0185% (15,936 / 86,126,857) Based on shares outstanding as of 2/28/2025
Vested vs unvestedUnvested RSAs: 1,630 shares as of 12/31/2024 2024 annual grant; one-year service vest
Deferred shares10,650 shares in NQDC plan Counted toward ownership under guidelines
Pledged sharesNone; no directors held pledged shares in 2024 Positive alignment signal
HedgingProhibited for directors; Insider Trading Policy bans hedging/short sales Alignment with shareholders
Stock ownership guideline5x annual Board cash retainer; expected within 5 years; retain half of shares until compliant Directors measured annually at prior year-end price
Compliance signalIndicative compliance: 15,936 shares × $54.72 closing price on 12/31/2024 ≈ $872,984 vs $250,000 guideline (5×$50,000) Exceeds guideline using disclosed method and price

Insider Trades (Form 4)

Filing DateTransaction DateTypeSharesPricePost-Transaction OwnershipSource
2025-09-302025-09-26Award (A)86.45$63.2618,092.7983
2025-06-262025-06-25Award (A)97.81$55.9117,877.8683
2025-04-242025-04-23Award (A)1,601$49.9617,632.2683
2025-03-282025-03-26Award (A)101.09$54.1016,031.2683
2024-04-262024-04-24Award (A)1,630$46.0015,414.4183

Pattern: Director-level RSAs/awards consistent with HWC’s annual director equity program (service-based vesting), plus small award adjustments linked to fee elections or proration .

Governance Assessment

  • Board effectiveness: Ms. Little strengthens audit oversight as Vice Chair and financial expert; her finance/government background supports risk oversight and regulatory engagement quality .
  • Independence & engagement: Independent status confirmed; attendance thresholds met; frequent executive sessions underscore robust oversight .
  • Alignment: Material personal stake with no pledging and hedging prohibition; ownership appears to exceed guideline, supporting shareholder alignment .
  • Compensation structure: Director pay uses fixed cash retainers and service-vested RSAs with no performance metrics, minimizing pay-for-performance risk but aligning via equity ownership and holding/deferral .
  • Conflicts/related parties: HWC reviews and approves any related party transactions; insider lending adheres to Regulation O; no director-specific related party transactions disclosed that would impair independence .
  • Shareholder signals: 2024 say-on-pay support at 96% indicates broad investor confidence in compensation governance (executive program context) .

RED FLAGS: None disclosed specific to Ms. Little—no pledging, no hedging, independence affirmed, and attendance threshold met .