Thomas H. Olinde
HANCOCK WHITNEYAbout Thomas H. Olinde
Independent director since 2009; age 69. President of Olinde Hardware & Supply Co., LLC and Managing Member/Director of B. Olinde & Sons Co., LLC; previously credit manager in retail credit extension/collections. Deep ties to Louisiana markets and prior service on Hancock Bank of Louisiana’s board (2006–2014). Chairs HWC’s Corporate Governance & Nominating Committee; member of Compensation and Executive Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olinde Hardware & Supply Co., LLC | President | Since 1997 (sold majority interest Jan 2019; continues as President managing wind-down) | Strategic planning, business risk management |
| B. Olinde & Sons Co., LLC | Managing Member & Director | Not disclosed | Regional retail operations leadership |
| Hancock Bank of Louisiana | Director | 2006–2014 | Prior service supports Board knowledge |
| Credit Manager (prior role) | Credit manager | Not disclosed | Retail credit extension/collections expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennington Biomedical Research Center (Baton Rouge) | Board member | Recently elected (date not specified) | Governance contributions |
| Baton Rouge Symphony Orchestra | Board member (prior) | Not disclosed | Community leadership |
| Volunteer Services Council of the Louisiana School for the Visually Impaired, Inc. | Board member (prior) | Not disclosed | Community leadership |
Board Governance
- Independence: Board determined all non-employee directors, including Olinde, are independent under NASDAQ rules .
- Committees: Compensation (member), Corporate Governance & Nominating (Chair), Executive (member) .
- Attendance: Board held 10 meetings in 2024; each incumbent director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Engagement: Independent directors held 7 executive sessions in 2024 .
| Committee | Olinde Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 6 |
| Corporate Governance & Nominating | Chair | 6 |
| Executive | Member | 3 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $82,667 | $74,980 (1,630 restricted shares granted 4/26/2024) | $157,647 |
- Program structure: Board annual cash retainer $50,000; additional retainers by committee and chair (Audit: $15,000 member + $16,000 chair; Board Risk: $10,000 member + $15,000 chair; Compensation: $10,000 member + $10,500 chair; Corporate Governance & Nominating: $7,500 member + $10,250 chair; Executive: $7,500 member + $10,500 chair; Chairman of Board: +$65,000) .
- Equity: Non-employee directors receive annual restricted stock (~$75,000 value) with one-year service-based vest; April 26, 2024 grant was 1,630 shares per director (except new appointees) .
Performance Compensation
Directors do not receive performance-based equity; awards are time-based restricted stock with service vesting . As a Compensation Committee member, Olinde oversees executive pay metrics; 2024 annual cash incentive metrics and outcomes:
| Corporate Performance Goal | Weight | 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 Commercial Criticized / 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% |
- Committee determined corporate performance awards earned at 143.49% of target; no discretionary adjustments . 2024 say‑on‑pay approval: 96% in favor .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Olinde |
| Committee interlocks | Compensation Committee members (incl. Olinde) had no relationships requiring Item 404 disclosure in 2024; no cross‑board compensation interlocks disclosed |
Expertise & Qualifications
- Commercial/operator experience; executive leadership; Louisiana market knowledge; operations management; strategic planning .
- Prior service on Audit and Board Risk Committees enhances oversight breadth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Components |
|---|---|---|---|
| Thomas H. Olinde | 41,648 | <1% | Includes 25,729 shares held for his account in the Non‑Qualified Deferred Compensation (NQDC) Plan |
- Hedging/pledging: Insider Trading Policy prohibits hedging; no directors held pledged Company shares during 2024 .
- Director stock ownership guidelines: Directors expected to hold Company stock worth 5× annual Board cash retainer; must retain half of shares acquired until guidelines met; compliance measured each Jan 1 by prior year-end price; five years to achieve from Jan 1, 2022 (or appointment) .
Governance Assessment
- Board effectiveness: Olinde chairs Corporate Governance & Nominating—central to director selection, board succession, criteria (integrity, market familiarity, independence) and diversity approach; committee comprised entirely of independent directors .
- Independence & engagement: Independent director; participated in a Board with 10 meetings and frequent executive sessions; all directors met attendance thresholds and attended annual meeting .
- Compensation oversight: Member of Compensation Committee with independent consultant (Aon) and strong pay practices (no excise tax gross‑ups; mandatory clawback; post‑vest holding periods; majority performance‑based LTI for executives) .
- Ownership alignment: Meaningful personal stake (41,648 shares; NQDC holdings), subject to anti‑hedging/anti‑pledging and ownership guidelines .
- Potential conflicts/related‑party exposure: Operates furniture retail businesses in HWC markets; Company’s related‑party policy (Audit Committee review) and Regulation O lending practices indicate insider banking relationships are on market terms; no Item 404 related‑party transactions disclosed involving Olinde; no loans disclosed with unfavorable features .
- Shareholder signals: Strong say‑on‑pay support (96%) suggests investor confidence in compensation governance .
Red Flags: None disclosed for pledging, hedging, related‑party transactions, or attendance shortfalls for Olinde in 2024 .