GOVERNANCE 24 Board Committees Diversifying and The committees established by the Hancock Whitney Shareholder Engagement Refreshing the Board of Directors include an Executive Committee, • We strive to maintain open and transparent Audit Committee, Compensation Committee, Corporate communications with our shareholders and Board’s Perspective Governance and Nominating Committee and Risk aim to optimize opportunities for engagement. Committee. The board and each committee have the • We utilize various channels to engage with • Our board has adopted a “Rooney Rule” to authority to consult with and retain independent legal, ensure diverse candidates are included in the financial, or other outside advisors as each deems shareholders and analysts, including face- pool from which it selects director nominees. necessary and appropriate, without seeking approval to-face and virtual meetings, conferences, • Our board has established a comprehensive, of management. roadshows, investor calls, quarterly earnings ongoing board succession planning process to calls and annual shareholder meetings, as ensure our board continues to have the depth We periodically refresh membership on our committees well as distributing regular communications and breadth of experience and perspective to provide new perspectives and insights. The diversity through our quarterly shareholder letter, needed for a strong financial institution. of our board is an important factor in providing a broad annual proxy statement and annual range of perspectives, and that includes leadership roles Environmental, Social Responsibility and • Two-thirds of the directors added to our on our committees. Three of our five female directors Governance (ESG) Report. board since 2017 are women and 33% of our serve as either the chair or vice-chair of one of our board • In 2022, we communicated with current directors are women. Three of the five committees. approximately 217 current and potential women on our board have a leadership role. analysts and investors (including two in our • Our board values fresh perspectives, and 20% Information about the individual committee top 10 shareholders) at 38 different investors of our directors have been added since 2017. responsibilities can be found in our most recent proxy conferences or industry sponsored calls, and • Our ongoing director training program statement and our investor relations website. in individual management calls. Additionally, provides continuing education on various we held annual review meetings with the important issues. rating agencies S&P Global and Moody’s • Each member of our audit committee has Investor Services. banking or related financial management • We maintain ongoing responsiveness to expertise and is a “financial expert” as institutional and retail shareholders who defined by the SEC. directly contact us, and we remain committed • We have a mandatory retirement policy for to timely follow-up. directors that prohibits reelection after their 72nd birthday.