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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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March 17, 2020

To Our Shareholders:

We are excited to report on our accomplishments in 2019. Through an acquisition and organic growth, Hancock Whitney surpassed the $30 billion mark in total assets during 2019. Our strength, stability, and service once again earned accolades affirming us among America’s top-rated institutions and we became a new banking option for more people in more hometowns across our footprint. We made substantial progress in a multi-year technology initiative to bring about more efficient and effective ways to help clients achieve their financial goals. We grew market share across our regional footprint and continue to shift our loan portfolio mix to lessen risk and improve performance.  

Expanding Our Footprint

On September 21, 2019, MidSouth Bancorp, Inc. (“MidSouth”), headquartered in Lafayette, Louisiana, joined the Hancock Whitney family. MidSouth and Hancock Whitney were neighbors for many years, with similar cultures and a shared focus on growing relationships across the region. The merger was a low-risk, high-return opportunity which aligned with our strategic goals for our continued growth. The acquisition strengthened our footprint in the Louisiana and Texas communities we already served, and expanded our brand to new clients in thriving neighboring cities and towns such as Shreveport and Natchitoches in Louisiana, and College Station, Conroe, Dallas, Longview, Marshall, and Tyler in Texas.

In addition to the merger, we opened new financial centers in Fairhope, Alabama; Houma, Lafayette, and New Orleans in Louisiana; and Beaumont and Houston in Texas.

2019 Financial Highlights

Earnings for 2019 were $327.4 million, or $3.72 per share. The results included almost $33 million of Contentsmerger costs related to the acquisition of MidSouth. Excluding those costs, operating EPS* for the year was $4.01. Operating leverage* increased $24 million compared to 2018, loans grew $1.2 billion, commercial criticized and nonperforming loans both declined year-over-year, and our capital ratio (TCE) was up 43 basis points, ending the year at 8.45 percent. In October, we entered an agreement to repurchase approximately 5 million shares of our common stock through an accelerated share repurchase program (ASR). The ASR allows us to repurchase a number of shares similar to the number of shares issued for the MidSouth acquisition, effectively transforming the acquisition from a stock to cash transaction and improving the profitability of the acquisition.

Building Community

We continue our longstanding tradition of volunteering with and contributing to countless organizations and activities which align with our corporate mission and purpose as well as our community engagement and business strategies. Through doing and giving, we promote economic and community development; education and research; financial literacy; conservation and environmental sustainability; family entertainment; high school, college, and professional sports; health and wellness; fine arts and culture; history and heritage; community tradition; and quality of life for all people.

Earning Honors

This past year, national media recognized our efforts to be a best-in-class workplace. Forbes listed Hancock Whitney as one of America’s Best Mid-Size Employers in 2019, an accolade based on associate feedback. Greenwich Associates—respected for lauding banks that deliver the best quality to clients—once again recognized Hancock Whitney with 32 excellence and best brand awards for middle market and small business banking in 2019. BauerFinancial, Inc., has recommended Hancock Whitney as one of America’s strongest, safest banks for 121 consecutive quarters—more than 30 years in a row—as of December 31, 2019.

Advancing Technology

The financial services industry is evolving rapidly as technology improves and clients’ needs change. Hancock Whitney is already technologically competitive and scalable. As a company that never knows completion, we’re investing in and deploying sales technology during the next several quarters as part of a prioritized strategy to differentiate Hancock Whitney as the financial partner of choice across the Gulf South.

Succeeding Together

Hancock Whitney was founded to help people achieve their dreams. We know that mission means never settling for status quo. Instead, we continue to change and grow together with the people and the communities we serve, by understanding our clients and what their dreams may be.

We thank you for investing in the Hancock Whitney organization.

* Non-GAAP measure. Reconciliation included in the following proxy statement.

March 12, 201917, 2020

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

___________________

To our Shareholders:

Hancock Whitney Corporation (the Company) will hold its Annual Meeting of Shareholders on Wednesday, April 24, 2019,29, 2020, at 10:30 a.m. local timeCentral Time at Hancock Whitney Plaza, 2510 14^th Street, Gulfport, Mississippi 39501 for the following purposes:

Only holders of record of shares of our common stock at the close of business on February 25, 201928, 2020 are entitled to notice of, and to vote at, the meeting or any adjournment thereof. We direct your attention to the attached proxy statement for more complete information regarding the matters to be acted upon at the annual meeting.

Your vote is important, whether or not you expect to attend the meeting. If voting by mail, please mark, date, sign and promptly return the enclosed proxy in the accompanying envelope. No postage is required if mailed in the United States. You may later revoke your proxy and vote in person.

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2019 PROXY STATEMENT

This summary highlights certain information contained elsewhere in this Proxy Statement.proxy statement. This summary does not contain all of the information you should consider prior to voting. Please read the entire Proxy Statementproxy statement carefully before voting.

* For a reconciliation of this and other non-GAAP financial measures, refer to Appendix A to this proxy statement.

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Independent Oversight

Shareholder Engagement

Diversifying and Refreshing the Board’s Perspective

Good Governance Practices

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HANCOCK WHITNEY CORPORATION

PROXY STATEMENT FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2019

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

You are receiving these materials because you owned shares of our common stock at the close of business on February 25, 2019,28, 2020, the record date for the meeting, and are entitled to vote those shares at the meeting.  All materials for the 20192020 annual meeting are available to you online at https://materials.proxyvote.com/410120 beginning March 12, 201917, 2020 and, in some cases, we have delivered printed proxy materials to you. This proxy statement summarizes information you should consider in connection with your vote on the matters that will be considered at the annual meeting.  You do not need to attend the annual meeting in person to vote your shares.

WhereWhen and whenwhere is the annual meeting?

We will hold the annual meeting on Wednesday April 24, 2019,29, 2020, at 10:30 a.m. local timeCentral Time at Hancock Whitney Plaza, 2510 14^th Street, Gulfport, Mississippi 39501. To obtain directions to attend the annual meeting and vote in person, please contact Investor Relations by telephone at (504) 299-5208 or toll free at (800) 347-7272, or by email at InvestorRelations@hancockwhitney.com.

Why did I receive a notice of internet availability of proxy materials instead of a full set of proxy materials?

In accordance with the rules of the U.S. Securities and Exchange Commission (the SEC), we are permitted to furnish proxy materials, including this proxy statement and our 20182019 annual report, to shareholders by providing access to these documents online instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless requested. Instead, most shareholders will only receive a notice that provides instructions on how to access and review our proxy materials online. We have elected electronic access to our proxy materials to save the Company the cost of producing and mailing these documents. We believe this expedites shareholder receipt of proxy materials, lowers the costs incurred by us and conserves natural resources. The notice also provides instructions on how to submit your proxy and vote online or by phone.  If you would like to receive a printed copy or emailed copy of our proxy materials free of charge, please follow the instructions set forth in the notice to request the materials.

Who is soliciting my proxy?

Our Board of Directors (our Board) is soliciting a proxy to vote the shares that you are entitled to vote at our 20192020 annual meeting, whether or not you attend in person. By completing, signing, dating and returning the proxy card or voting instruction card, or submitting your proxy online or by phone with your voting instructions, you are authorizing the proxy holders to vote your shares at our annual meeting in accordance with your instructions.

Who may vote at the annual meeting?

You may vote at the annual meeting if you owned Company common stock at the close of business on February 25, 2019,28, 2020, the record date for the meeting. You are entitled to one vote for each share of our common stock held by you on the record date, including shares:

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How many shares must be present to hold the annual meeting?

A majority of the outstanding shares of our common stock as of the record date must be present at the annual meeting to convene the meeting and conduct business. This is called a quorum. On the record date, there were 87,014,81488,652,061 shares of our common stock outstanding and entitled to vote. Accordingly, 43,507,40844,326,032 shares of our common stock constitute a quorum. If you are a street name holder and you do not instruct your broker or nominee how to vote your shares on any of the proposals, and your broker or nominee submits a proxy with respect to your shares on a matter with respect to which discretionary voting is permitted, your shares will be counted as present at the annual meeting for purposes of determining whether a quorum exists. In addition, shareholders of record who are present at the annual meeting in person or by proxy will be counted as present at the annual meeting for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on any or all of the proposals.  

What proposals are scheduled for a vote at the annual meeting?

There are threefive proposals scheduled for a shareholder vote at the annual meeting:

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How do I vote my shares in person at the annual meeting?

If you choose to vote in person at the annual meeting:

At the appropriate time during the annual meeting, we will ask the shareholders present to turn in all notices, voting instruction cards and proxy cards if they have not done so at registration.

Even if you plan to attend the annual meeting, we encourage you to submit your voting instructions and proxy online, by phone or by mail (as described below) so your shares will be counted as present and voted if you later decide not to attend in person.

How do I vote my shares without attending the annual meeting?

Whether you hold shares in your own name, in street name or through the Hancock Whitney 401(k) plan, you may vote your shares without attending the annual meeting.  

Shareholders of Record and Shareholders through the Hancock Whitney 401(k) Plan:  You may submit a proxy to vote your shares in any of the following ways:

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Street Name Shareholders:  For shares held in street name, you should follow the voting directions provided by your broker or nominee. You may complete and mail a voting instruction card to your broker or nominee or, if permitted by your broker

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or nominee, submit voting instructions online. If you provide specific voting instructions, your broker or nominee will vote your shares as you direct.

What happens if I submit a proxy without complete instructions or if I do not vote at all? On which proposals may my shares be voted without receiving voting instructions from me?

If you properly complete, sign, date, and return a proxy or voting instruction card, or submit your proxy online, your stock will be voted as you specify.

If you do not submit a proxy or voting instruction card, or if you submit a properly executed proxy with incomplete voting instructions, whether your shares may be voted depends upon two factors – whether you are a shareholder of record or a street name shareholder and, if you are a street name shareholder, whether the proposal is considered routine or non-routine under New York Stock Exchange rules that apply to securities intermediaries (such as brokers, banks, and other nominees).

Shareholders of Record and Shareholders through the Hancock Whitney 401(k) Plan:  If you do not provide voting instructions on any matter (either by not returning a proxy card or not voting online or due to incomplete voting instructions) and you do not vote in person by attending the meeting, your shares will not be voted on the matter for which instructions are not received. If you do not submit a proxy at all and do not vote in person at the annual meeting, your shares will not be voted on any matter. However, if you submit a properly executed proxy card but do not provide voting instructions, your proxy will vote as recommended by the Board of Directors, which will be as follows at the 20192020 Annual Meeting: FOR all fourfive nominees under Proposal 1, FORall three amendments under Proposal 2, FOR Proposal 3,FOR Proposal 4, FOR Proposal 5 and as the proxies decide on any matter properly brought before the meeting.

Street Name Shareholders:  If you hold shares in street name and you do not provide voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee only has discretionary authority to vote your shares on routine matters.  The proposal to ratify the Board’s selection of the independent registered public accounting firm is considered a routine matter; however,matter.  However, the proposal to elect directors, the proposals to amend the Company’s Amended and Restated Articles of Incorporation, the say-on-pay proposal and the proposal to approve our 2020 Long Term Incentive Plan are each considered non-routine matters. Therefore,matters and if you do not provide voting instructions on the proposal to elect directors and the say-on-pay proposal,those non-routine proposals your shares will not be voted on those proposals.

A broker non-vote occurs when a broker holding shares for you in street name submits a proxy that votes your shares on one or more matters, but does not vote (the broker non-vote) on non-routine matters with respect to which you have not given voting instructions.

What are my voting options for each proposal?  How does the Board of Directors recommend that I vote?  How many votes are required to approve each proposal?  How are the votes counted?

The following chart explains what your voting options are with regard to each matter proposed in this proxy statement, how the Board of Directors recommends that you vote on each proposal, what vote is required for each proposal to be approved, and how abstentions, withheld votes, and broker non-votes will affect the outcome of each proposal.

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What does it mean if I receive more than one set of proxy materials?

If you receive more than one notice, proxy card or voting instruction card, it means you hold shares registered in more than one name, or through multiple street name accounts. To ensure that all of your shares are represented at the meeting and voted, complete, sign, date and return each proxy card or voting instruction card, or if you submit your proxy and voting instructions online or by phone, do so for each notice, proxy card and voting instruction card you receive.  If you plan to vote in person at the annual meeting, please bring all notices, proxy cards and voting instruction cards with you in addition to any other required items listed under “How do I vote my shares in person at the annual meeting?”

May I change my vote?

Yes. Your proxy may be revoked or changed at any time before it is voted by providing notice of revocation in writing to our Corporate Secretary, by our timely receipt of another proxy with a later date, by a later-dated online vote, or by voting in person at the annual meeting. Written notice should be provided to Joy Lambert Phillips, our Corporate Secretary, at or before the annual meeting.  Ms. Phillips’ office is located in Hancock Whitney Plaza, 2510 14^th Street, Suite 610, Gulfport, Mississippi 39501. The notice must be received prior to the exercise of the proxy.  Your attendance alone at the annual meeting will not be enough to revoke your proxy.

If you hold shares in street name, you must follow your broker’s instructions to change your vote.

Who pays for soliciting proxies?

The Company pays all costs of soliciting proxies. In addition, directors, officers and regular employees of the Company and its banking subsidiary, Hancock Whitney Bank (the Bank), may solicit proxies by mail, telephone, email or personal interview, but will not receive additional compensation for such solicitations.  

Could other matters be considered and voted upon at the annual meeting?

Our Board does not expect to bring any other matter before the annual meeting, and it is not aware of any other matter that may be considered at the annual meeting. In addition, pursuant to our Bylaws, the deadline has expired for any shareholder to properly bring a matter before the annual meeting. However, if any other matter does properly come before the annual meeting, each of the proxy holders will vote in his discretion on such matter.

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What happens if the annual meeting is postponed or adjourned?

Unless a new record date is fixed, your proxy will still be valid and may be voted at the postponed or adjourned annual meeting. You will still be able to change or revoke your proxy until it is used to vote your shares of our common stock.

How do I obtain additional copies of SEC filings?

Copies of all of our filings with the SEC may be obtained free of charge by clicking on “SEC Filings” on our Investor Relations website at www.hancockwhitney.com/investors.

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If you would like to receive a printed copy of our reports on Forms 10-K and 10-Q as filed with the SEC, you may request these by contacting Trisha V. Carlson, Manager, Investor Relations, Hancock Whitney Corporation, by mail at P. O. Box 4019, Gulfport, Mississippi 39502; or by phone at (504) 299-5208 or toll free (800) 347-7272; or by sending an e-mail to the following address: InvestorRelations@hancockwhitney.com. We will provide printed copies of our Forms 10-K and 10-Q to you free of charge (including any financial statements and financial statement schedules), but delivery of any other exhibits to those filings will require advance payment of a fee.

Our Articles of Incorporation requireauthorize the Board to determine how many directors the Company towill have, a Board ofprovided that the Company must at all times have at least nine directors, with no maximum limit on the number of directors, divided into three classes. As of the record date, we had 15 directors.  By Board resolution, the Board size will be reduced to 13 directors, effective as12 of the datewhom are independent and five of the annual meeting, as two directors whosewhom have terms expireexpiring at the annual meeting (Messrs. Estabrook and Nickelsen) are not eligible to stand for re-election per our Corporate Governance Guidelines and will retire.meeting.

Four directors are nominated for re-election at the annual meeting. The Corporate Governance and Nominating Committee (the Corporate Governance Committee) met in February 2019 to evaluate the nominees standing for election. Based on the Corporate Governance Committee’s evaluation and unanimous recommendation, the Board has nominated the following four persons for re-election as directors for a three-year term expiring at the Company’s 2022 annual meeting:  (1) Hardy B. Fowler, (2) Randall W. Hanna, (3) Sonya C. Little, and (4) Robert W. Roseberry.  Each of these individuals is currently serving as a director of our Company.  

The Board recommends that shareholders vote “FOR” all four nominees. In the unexpected event that, prior to the date of the annual meeting, any such nominee becomes unwilling or unable to serve, it is intended that the proxy holders will vote for the election of any replacement nominee recommended by the Board.

Director Election Requirements

Directors are elected by a plurality of the votes cast, which means that the fourfive director nominees who receive the highest number of shares voted “for” their election are elected to the Board. In 2013, ourOur Board has adopted a director resignation policy. The policy provides that if a director standing for election receives a greater number of “withheld” votes than “for” votes, the director will promptly tender his or her resignation. The Corporate Governance and Nominating Committee (the Corporate Governance Committee) will recommend to the Board whether to accept or reject the resignation and otherwise address any noted shareholder concerns. The Board will act on the Corporate Governance Committee’s recommendation within 90 days of the annual meeting, and the Company will disclose the Board’s decision and any other material information on a current report on Form 8-K filed with the SEC.

In the unexpected event that, prior to the date of the annual meeting, any nominee becomes unwilling or unable to serve, it is intended that the proxy holders will vote for the election of any replacement nominee recommended by the Board.

Nominations for election to the Board may be made as set forth under the heading “Board of Directors and Corporate Governance – Corporate Governance and Nominating Committee” on page 2023 of this proxy statement.

Nominees for Election as Directors

The five directors described below have terms expiring at the annual meeting and have been nominated for re-election.

The Corporate Governance Committee met in February 2020 to evaluate each of the nominees standing for re-election. Based on the Corporate Governance Committee’s evaluation and unanimous recommendation, the Board has nominated each of these directors for re-election as directors for a three-year term expiring at the Company’s 2023 annual meeting.

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Nominee Highlights

As a group, this year’s nominees demonstrate the following areas of skill and expertise, among others¹:

These areas of skill and expertise are in addition to the qualifications, qualities and skills we look for in all of our directors, as described under the heading “Board of Directors and Corporate Governance – Corporate Governance and Nominating Committee” on page 23 of this proxy statement, all of which are more fully described in the nominees respective biographies below.

The Corporate Governance Committee regularly assesses the composition of the Board and the qualifications and skills of each director. In recommending candidates for nomination, the Corporate Governance Committee takes into consideration a number of factors, including the expertise, qualifications, qualities and skills described above. The Corporate Governance Committee and the Board believe that each nominee is well qualified to be a Hancock Whitney director.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL FIVE NOMINEES.

The following sets forth self-reported biographical information we have obtained from the director nominees and continuing directors, regarding:  (a) their principal occupations forincluding each director’s age on the last five years; (b) directorships they hold or have held within the last five yearsrecord date, tenure, business experience and current director positions with other public companies; (c) their ages at February 25, 2019; (d) the year they were first elected as a director; and (e) a description of positions and offices they hold with the Company or the Bank (other than as a director), as applicable.companies. The belowfollowing also sets forth the director’s particular experience, qualifications, attributes, or

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skills that, when considered in the aggregate, led the Board to conclude that the person should serve as a director of the Company.

Unless otherwise specified, references herein to “the merger” shall mean the merger between the Company and Whitney Holding Corporation on June 4, 2011. As part of our plan to consolidate our two iconic brands last year, the name of the Bank was changed to Hancock Whitney Bank and the name of the Company was changed to Hancock Whitney Corporation.  

Nominees for Re-election at the Annual Meeting with Terms Expiring in 20222023

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Incumbent Directors with Terms Expiring in 2021

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Incumbent Directors with Terms Expiring in 2022

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Incumbent Directors with Terms Expiring in 2020

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Incumbent Directors with Terms Expiring in 2021

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THE BOARD RECOMMENDS A “FOR” VOTE FOR ALL NOMINEES.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of our common stock that were beneficially owned as of December 31, 20182019 by persons known by us to beneficially own more than 5% of the outstanding shares of our common stock. Where indicated, the information in the table is based on our review of filings with the SEC, and is determined under Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.

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The following table shows the number of shares of our common stock beneficially owned as of January 31, 2019February 28, 2020 by (i) our directors, (ii) our named executive officers, as defined below in the “Compensation Discussion and Analysis,” and (iii) all of our directors and executive officers as a group. The information in the table is based on our review of filings with the SEC and information provided by the individuals. Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.

       * Less than 1% of the outstanding common stock.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors to file initial reports of ownership of the Company’s common stock, as well as reports of changes in ownership with the SEC. Based solely on a review of Forms 3, 4 and 5, any amendments to those Forms, and written representations from executive officers and directors to the Company, all required filings by such persons were timely made during 2018.2019, except that, due to an administrative error, a late Form 4 was filed on behalf of Mr. Exnicios and a late Form 4 was filed to report shares  transferred from a custodial account that were indirectly owned by Mr. Horne.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

The Board held 914 meetings in 2018.2019. The Board currently consists of 1513 directors. In February 2019, the Board voted to reduce its size to 13 directors effective as of the annual meeting, as Messrs. Estabrook and Nickelsen, whose terms expire at the annual meeting, are not eligible to stand for re-election per our Corporate Governance Guidelines. The Board has the power to expand or reduce its size at any time, subject to the requirement in our Articles of Incorporation and Bylaws that the Company have a minimum of nine directors.

The Board currently has one employee director. The Board has determined that all non-employee directors – Frank E. Bertucci, James B. Estabrook, Jr., Hardy B. Fowler, Randall W. Hanna, James H. Horne, Jerry L. Levens, Constantine S. Liollio, Sonya C. Little, Eric J. Nickelsen, Thomas H. Olinde, Christine L. Pickering, Robert W. Roseberry, Joan C. Teofilo, and C. Richard Wilkins – are independent under the applicable rules of The NASDAQ Stock Market, LLC (NASDAQ), on which our common stock trades.

Under our Corporate Governance Guidelines, our independent directors are required to meet at least two times each year. During 2018,2019, the Company’s independent directors continued their longstanding practice of convening executive sessions after regular board meetings as they deemed necessary, conveningconvening nine such sessions during 2018.2019. Neither the Chief Executive Officer nor any other Company employees were present during these executive sessions.

During 2018,During 2019, each of the incumbent directors attended at least 75% of the aggregateaggregate number of meetings of the Board and the committees of the Board on which he or she served. The Board has adopted Corporate Governance Guidelines that encourage its directors to attend each annual meeting. All of our directors attended the Company’s 20182019 annual meeting.

Board and Management Leadership Structure

In connection with its election of the Chairman of the Board, the Board solicits input and nominations from its members and elects one of its members as Chairman. The Chairman or the President of the Company presides over each Board meeting and performs such other duties as may be incident to the office. Although our Bylaws and Corporate Governance Guidelines provide the Board with the flexibility to appoint one individual to serve as both

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Chief Executive Officer and Chairman of the Board, it is the current policy of the Board to separate these offices. We believe that this separation allows the Chairman to maintain an independent role in management oversight.

Mr. Estabrook, who has been serving as our Chairman since 2009, is not eligible to stand for re-election per our Corporate Governance Guidelines, having reached the mandatory retirement age. Mr. Levens, the Company’s Vice Chairman was recently elected by the Board to serve as Chairman following the Company’s annual meeting in April.

Board Committees

The committees established by the Board include an Executive Committee, an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee, and a Board Risk Committee. The Board and each committee have the authority to consult with and retain independent legal, financial or other outside advisors, as each deems necessary and appropriate, without seeking approval of management.

The current members of each Board committee are identified in the following table, which also indicates the number of meetings each committee held in fiscal 2018.  2019.

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†     Chairman of the Board

*     Vice Chairman of the Board

Executive Committee

The Executive Committee is currently comprised of Messrs. EstabrookLevens (Chair), Bertucci, Fowler, Hairston, Hanna, Horne, Levens (Vice Chair), Liollio Nickelsen and Ms. Pickering. Mr. Hanna was appointed to the Executive Committee in April 2019. The Executive Committee’s purpose is to provide a means of considering matters that may require Board attention in the intervals between scheduled meetings of the full Board. The Executive Committee is empowered to exercise all of the powers and authority of the Board except as limited by the Company’s Articles of Incorporation or Bylaws or by applicable law. All actions of the Executive Committee are deemed to be done under the authority of the Board, with the same force and effect as if the full Board had acted.

Audit Committee

The Audit Committee is currently comprised of Ms. Pickering (Chair), Messrs. Fowler, Levens, and Roseberry, and Ms. Little (Vice Chair) and. Mr. Olinde.Olinde served on the Audit Committee through April 2019.  Mr. OlindeRoseberry was appointed to the Audit Committee effective May 2018. Mr. Nickelsen

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served on the Audit Committee through April 2018.2019. The Board has determined that the Audit Committee members each meet the additional independence criteria of the SEC and NASDAQ for service on the Audit Committee. The Board has classified Ms. Pickering, Ms. Little and Messrs. Fowler and Levens as “audit committee financial experts” as defined in applicable SEC regulations.

The Audit Committee is governed by a written charter, a copy of which is on the Company’s Investor Relations website at www.hancockwhitney.com/investors under Corporate Overview - Committee Charting. Information regarding the functions of the Audit Committee is set forth in the “Audit Committee Report,” included on page 5257 of this proxy statement.

Compensation Committee

The Compensation Committee is currently comprised of Messrs. Fowler (Chair), Horne, Levens, Liollio (Vice Chair), Nickelsen, and Olinde. Messrs. Horne and Levens were appointed to the Compensation Committee effective May 2018. Mr. Bertucci and Ms. Pickering served on the Compensation Committee through April 2018. The Board has determined that the Compensation Committee members each meet the NASDAQ, SEC and Internal Revenue Code’s additional independence criteria for service on the Compensation Committee.

The primary purpose of the Compensation Committee is to aid the Board in discharging its responsibilities relating to the compensation of the Company’s directors, the Chief Executive Officer, and any executive officer within the meaning of Section 16 of the Exchange Act. The Compensation Committee has overall responsibility for developing, evaluating and approving the Company’s compensation plans, policies, and programs. The Compensation Committee also oversees the preparation of and approves the annual report on executive compensation and the narrative disclosure of the Company’s risk assessment of compensation policies and practices for inclusion in the Company’s proxy statement.

Our long term incentive plans permit the Compensation Committee to delegate all or any of its responsibilities and powers under the plans to individual officers or associates of the Company or a subsidiary, except its authority or responsibility with regard to awards to persons subject to Section 16 of the Exchange Act. The Compensation Committee has delegated limited authority to the Company’s Chief Executive Officer to make grants outside of the annual long term incentive program, such as grants to new hires and special retention related grants, individually valued in excess of $100,000, and to the Company’s Chief Human Resources Officer to make such grants individually valued up to $100,000. Neither officer is permitted to grant awards to persons subject to Section 16 of the Exchange Act.

The Compensation Committee is governed by a written charter, which further sets forth the Compensation Committee’s responsibilities and duties, a copy of which appears on the Company’s Investor Relations website at www.hancockwhitney.com/investors under Corporate Overview – Committee Charting. Additional information regarding the functions and role of the Compensation Committee, including its processes and procedures for the consideration and determination of executive compensation, is set forth under “Compensation Discussion and Analysis – Role of the Compensation Committee” on page 28.

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Corporate Governance and Nominating Committee

The Corporate Governance Committee and Nominating Committee (the Corporate Governance Committee) is currently comprised of Ms. Pickering and Messrs. Horne (Chair), Bertucci, Olinde (Vice Chair), and Wilkins. Messrs. Horne and Wilkins were appointed to the Corporate Governance Committee effective May 2018.  Messrs. Nickelsen and Roseberry served on the Corporate Governance Committee until April 2018. The Board has determined that Ms. Pickering and Messrs. Bertucci, Horne, Olinde and Wilkins are each independent under applicable NASDAQ rules. The Corporate Governance Committee oversees a broad range of issues surrounding the composition and operation of the Board and its committees. The Corporate Governance Committee’s charter is available on the Company’s Investor Relations website at www.hancockwhitney.com/investors under Corporate Overview – Committee Charting.

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Director Qualifications, Qualities, and Skills. The Corporate Governance Committee has adopted criteria that it uses when it recommends individuals to be nominated for election to the Board. First, a prospective candidate must meet any eligibility and qualification requirements set forth in any Company, Board or Committee governing

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documents, as applicable. In addition, the Corporate Governance Committee believes that directors must demonstrate a variety of personal traits, leadership qualities, and individual competencies. The Corporate Governance Committee considers the following criteria in evaluating nominees: integrity, honesty and reputation; financial, regulatory and business experience; familiarity with and participation in one or more communities served by the Bank; dedication to the Company and its shareholders; and independence. For individuals considered for Board leadership roles, the following skill sets are also required: communication skills, facilitation skills, crisis management skills, and relationship building and networking skills. In considering candidates for director, the Corporate Governance Committee reviews these criteria and skills in light of the composition and needs of the current Board of Directors and its various committees.

Diversity Considerations. The Corporate Governance Guidelines do not specifically define diversity. The Corporate Governance Committee believes that the Board should have directors from diverse backgrounds and with a diversified set of business skills and experience. In practice, the Corporate Governance Committee has viewed diversity as the collective range of experiences, skills, talents, perspectives, and cultures that all nominees would bring to the Board. Moreover, the Corporate Governance Committee considers whether the Board, as a whole, reflects the diverse regions and lines of business of our markets and the customers we serve.

Identification of New Directors. The Corporate Governance Committee may identify potential directors in a number of ways. The Corporate Governance Committee may consider recommendations made by current or former directors and members of executive management and, where appropriate, the Company may retain a search firm to identify candidates. In addition, the Corporate Governance Committee will consider director candidates recommended by our shareholders. The Committee will evaluate candidates recommended by a shareholder in the same manner as candidates identified by the Committee or recommended by others. The Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and the Corporate Governance Committee does not perceive a need to increase the size of the Board.

For the Corporate Governance Committee to consider a director candidate for nomination submitted by a shareholder, the shareholder must submit the recommendation in writing to the Corporate Secretary at our principal executive offices. Each submission must include the same information that would be required for a director directly nominated by a shareholder as specified in our Bylaws. See “Shareholder Proposals for the 20202021 Annual Meeting” on page 54.60. For purposes of the 20202021 Annual Meeting, any director recommendation by a shareholder must be received by the Corporate Secretary not later than November 13, 2019.17, 2020.

Board Risk Committee

The Board Risk Committee is currently comprised of independent Company directors Messrs. Bertucci (Chair), Estabrook, Hanna, Roseberry, Wilkins, Ms. Little, Ms. Pickering and Ms. Teofilo (Vice Chair). Mr. Bertucci and Ms. Pickering were appointed to the Board Risk Committee effective May 2018. Mr. Horne and Mr. Levens served on the Board Risk Committee through April 2018. The Board Risk Committee reviews the Company’s processes for identifying, assessing, monitoring, and managing credit risk, liquidity risk, market risk, legal risk, operational risk (including cybersecurity risk), reputational risk, and strategic risk. The Board Risk Committee assesses the operational processes associated with the Company’s potential risk related to business recovery, compliance, corporate insurance, and legal. The Board Risk Committee may solicit and receive information from other committees as appropriate to fulfill its enterprise-wide risk management oversight function. The Board Risk Committee acts pursuant to a written charter, a copy of which is available on the Company’s Investor Relations website at www.hancockwhitney.com/investors under Corporate Overview – Committee Charting.

Board’s Role in Risk Oversight

The Board recognizes that risk management is an enterprise-wide responsibility. The Board oversees the Company’s corporate risk governance processes primarily through its committees. The Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports from the appropriate risk supervisor within the Company to enable it to understand the risk identification, risk management and risk mitigation procedures. The Board Risk Committee, and its subcommittee, the Credit Risk Management Subcommittee, assists the Board in the assessment and management of the Company’s policies, procedures and practices relating to credit risk, liquidity risk, market risk, legal risk, operational risk (including cybersecurity risk), reputational risk, and strategic risk. The Audit Committee reviews the Company’s control systems to manage and monitor financial risk with management and the internal audit group. The

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Compensation Committee evaluates and manages any risks posed by compensation programs. In addition, the Board and executive management have appointed a Chief Credit Officer, who is a member of management, to focus on credit risk, as well as a Chief Risk Officer, who is a member of management, to support the risk oversight responsibilities of the Board and its committees and to involve the appropriate personnel in risk management by establishing committees responsible for oversight of the many risks faced by the Company. The Chief

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Risk Officer reports to the Board Risk Committee each quarter on the Company’s enterprise-wide risk management systems.systems and the Chief Credit Officer reports to the Credit Risk Management Subcommittee on credit risks.

Board’s Role in Oversight of Cyber Risk

Information security is a significant operational risk for financial institutions, and includes the risk of losses resulting from cyber-attacks. Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients, and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk as a result. In light of these risks, our Board is actively engaged in the oversight of our Company’s information security risk management and cyber defense programs. The Board Risk Committee has primary responsibility for this oversight. In this capacity, the Board Risk Committee oversees the Company’s processes for identifying, assessing, monitoring and managing cybersecurity risk. We use a wide array of techniques that are intended to secure our operations and proprietary information such as our Comprehensive Information Security Policy, network monitoring, access controls, dedicated security personnel, and, when necessary, consultation with third-party data security experts.

The Chief Information Security Officer, a member of management, supports the information security risk oversight responsibilities of the Board and its committees and involves the appropriate personnel in information risk management. The Chief Information Security Officer attends Board Risk Committee meetings on a quarterly basis and sits in executive session with the Board Risk Committee members twice each year. The Chief Information Security Officer annually provides an Information Security Program Summary report, outlining the overall status of our Information Security Program and the Company’s compliance with regulatory guidelines.

COMPENSATION OF DIRECTORS

Cash Compensation

The Compensation Committee periodicallyannually engages McLagan, anwhich is part of the Rewards Solution practices at Aon Hewitt companyplc (McLagan), as its independent compensation consultant, to review our director compensation program, including a comparison of our program against the programs of the bank and financialbank holding companies in our Peer Bank Group (see description of this group in the Compensation Discussion and Analysis). The last such comparison was completed in 2017. After reviewing McLagan’s 20172018 report, the Compensation Committee approved increaseseffective January 1, 2019, an increase to the amount of the annual Board retainer, the addition of committee retainers, and the elimination of per-meeting fees. We believe that paying increased annual retainers based on board and committee service and leadership roles and eliminating per-meeting fees appropriately aligns each director’s compensation with their respective responsibilities. These changes resulted in an overall increase in our average director compensation and will better align our director compensation program with the compensation structures and median compensation levels of the Chairman of the Board from $60,000our peers and ensures that we are able to $80,000, introducedprovide a Vice Chairman of the Board annual retainer of $25,000, for a total of $55,000 in annual retainers for the Vice Chairman,competitive compensation program that allows us to attract and increased the annual retainer for committee chairs of the Board Risk and Corporate Governance Committees from $7,500 to $10,000. These were the only changes to the cash portion of the program for 2018.

retain qualified directors.

During 2018,2019, the Company paid its non-employee directors annual retainer fees of $30,000,$50,000, except that the Chairman of the Board received an additional annual retainer fee of $50,000 and the$50,000. The Vice Chairman ofposition previously received $25,000, but the Board received an additional annual retainer fee of $25,000.position was eliminated once a new chairman was appointed. The Company paid additional annual retainers to committee chairs as follows: Audit Committee, $12,500; Compensation Committee, $10,000; Board Risk Committee, $10,000; Credit Risk Management Subcommittee of the Board Risk Committee, $10,000; and$7,500; Corporate Governance Committee, $10,000.$7,500; and Executive Committee, $5,000. Although this does not apply to our current committee composition, any director chairing multiple committees is only paid the higher committee chair retainer. In addition, to the retainer, the Company paid non-employee directors a feean additional annual retainer to committee members as follows: Audit Committee, $15,000; Compensation Committee, $10,000; Board Risk Committee, $10,000; Credit Risk Management Subcommittee of $1,750 perthe Board meeting attendedRisk Committee, $5,000; and directors servingCorporate Governance Committee, $7,500; Mergers and Acquisitions Committee, $5,000; Hancock Whitney Bank’s Directors Trust Committee, $5,000; and Executive Committee, $5,000. All of the retainer fees are prorated for partial year of service on anythe Board or committees, are paid $1,000 for each committee meeting attended.as applicable. The Bank’s board of directors is composed of the same individuals who serve as members of the Company’s Board. Non-employee Company directors do not receive any additional fees for service on the Bank board.  In addition, as part of our community outreach efforts we maintain “market boards” in many of our market areas.  Leading members of the community are asked to serve on these market boards together with management.  Market board members provide management with insight into trends and opportunities in our key markets and support and promote the Bank in the communities served.  We may request that our Company directors also serve on a market board.  Non-employee Company directors serving on our market boards do not receive any additional fees for such service.

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Each non-employee director may elect to receive payment of the retainer fees and meeting fees in the form of cash; in shares of Company common stock purchased through the Automatic Dividend Reinvestment and Direct Stock Purchase Plan (not to exceed $100,000 in Company common stock per year with the remainder paid in cash); in shares of Company common stock granted under the 2014 Long Term Incentive Plan; or they may elect to defer all or any portion of their fees under the Company’s Nonqualified Deferred Compensation Plan.

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Effective January 1, 2019, the Board elected to increase the amount

Table of the annual Board retainer, introduce Committee retainers, and eliminate per-meeting fees.  We believe that paying increased annual retainers based on board and committee service and leadership roles and eliminating per-meeting fees appropriately aligns each of our director’s compensation with their respective responsibilities.  Additionally, this change will better align our director compensation program with the compensation structures of our peers and ensures that we are able to provide a competitive compensation program that allows us to attract and retain qualified directors.Contents

Equity Compensation

Non-employee directors receive an annual equity grant that is aligned with the annual meeting of shareholders and the annual retainer service period. This grant is issued in the form of restricted stock with a one-year service-based vesting condition. For 2018,2019, each non-employee director received an annual grant of restricted stock valued at $45,000.$55,000. The number of shares delivered was based on the closing price of our common stock on the date prior to the award, rounded to the nearest whole share.

Director Stock Ownership Guidelines

Pursuant to our director stock ownership guidelines, directors are expected to own either 5,000 shares of Company common stock or stock worth five times their annual cash retainer. The valuation is based on the closing price on the last trading day of the preceding calendar year. The minimum share guidelines will be re-evaluated at least once every five years to account for significant fee structure changes. Directors have five years from the date of their election to the Board to satisfy the stock ownership expectation. If a director does not reach his or her guideline at the end of the applicable period, the director must hold one-half of any shares acquired from the Company until the guideline is met. As of December 31, 2018,2019, all of our current directors met the ownership guidelines, with the exception of directors Ms. Little and Ms. Teofilo, who were appointed or elected to the Board in 2016.

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The Compensation Committee is currently comprised of Messrs. Fowler (Chair), Horne, Levens, Liollio (Vice Chair), Nickelsen, and Olinde.  Messrs. Horne and Levens were appointed to the Compensation Committee effective May 2018. Mr. Bertucci and Ms. Pickering also served on the Compensation Committee through April 2018. None of the members of our Compensation Committee (i) has been an officer or employee of our Company or any of our subsidiaries or (ii) had, during the last completed fiscal year, any relationship requiring disclosure by the Company under any paragraph of Item 404 of SEC Regulation S-K. In addition, in the last fiscal year, no executive officer of our Company served as a director or member of the compensation committee (or its equivalent) of the board of directors of another entity whose executive officer(s) served on our Board or our Compensation Committee.

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COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during our 20182019 fiscal year to individuals who served as our Chief Executive Officer or Chief Financial Officer during the year and our three other most highly-compensated executive officers who were serving as executive officers at the end of the fiscal year (who are referred to herein as our named executive officers, or NEOs). Our fiscal 20182019 NEOs are:

John M. Hairston, President and CEO

Michael M. Achary, Chief Financial Officer

Joseph S. Exnicios, President, Hancock Whitney Bank

D. Shane Loper, Chief Operating Officer

Cecil W. “Chip” Knight, Jr., Chief Banking Officer

Later in this proxy statement under the heading “Executive Compensation,” we have included tables containing specific information about the compensation earned by or paid to our NEOs in 2018.2019. The discussion below is intended to summarize and explain the detailed information provided in those tables and to put that information into the context of our overall compensation program.

We refer to the non-GAAP financial measures Operating Revenue, Operating Pre-Provision Net Revenue (which we sometimes refer to as “operating leverage”) and Operating Net Income and Earnings per Share (Operating EPS) throughout this Compensation Discussion and Analysis. For a reconciliation of these non-GAAP measures to GAAP measures, refer to Appendix A to this proxy statement. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 31, 2018.2019.

Executive Summary

Overview of Company Performance in Fiscal 20182019

The Company ended 2019 on a positive note, surpassing expectations with solid results. For the year, EPS was $3.72 which included almost $33 million of merger costs related to the acquisition of MidSouth Bancorp, Inc. (“MidSouth”) in Lafayette Louisiana.

2018Our acquisition of MidSouth was completed effective September 21st. During that same weekend we also converted MidSouth customers to our technology systems, closed and/or consolidated 20 branches, and brought over MidSouth employees as new Hancock Whitney associates.

We believe this acquisition is a yeargood example of significant accomplishmentsour overall M&A strategy, providing growth in in-fill markets, a high level of cost saves and immediately accretive to EPS. It also gives us opportunities for growth in new markets of North Louisiana and the Dallas metropolitan area.

Excluding merger costs, operating EPS for the Company. For the full year net income was up 50%, earnings per share (EPS)$4.01. Operating leverage increased $1.24$24 million in 2019 compared to $3.72, return on assets (ROA) was up 35 bps to 1.17%,2018, loans grew $1$1.2 billion, to end thecriticized and nonperforming loans both declined year-over year, at $20 billion, commercial criticized loans declined $451 million, or 42%, we achieved our goal of reducing our energy exposure to approximately 5%, and the tangible common equity (TCE) ratio endedincreased 43 basis points, ending the year at 8.02%8.45%.

As further discussed below, a portionHighlights of the Company’s annual incentive plan is based on pre-determined goals measured by the financial performance2019 Financial Results