Retirement Benefit Plans

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Retirement Benefit Plans

Note 17. Retirement Benefit Plans

The Company offers a qualified defined benefit pension plan, the Hancock Whitney Corporation Pension Plan and Trust Agreement (“Pension Plan”), covering certain eligible associates. Eligibility is based on minimum age and service-related requirements. In 2017, the Pension Plan was amended to exclude any individual hired or rehired by the Company after June 30, 2017 from eligibility to participate. The Pension Plan amendment further provided that the accrued benefits of each participant in the Pension Plan whose combined age plus years of service as of January 1, 2018 totaled less than 55 were to be frozen as of January 1, 2018 and not thereafter increase.

The Company makes contributions to this plan in amounts sufficient to meet funding requirements set forth in federal employee benefit and tax laws, plus such additional amounts as the Company may determine to be appropriate. The Company was not required to make a contribution to the Pension Plan during 2023 or 2022. The Company does not anticipate being required to make a contribution, nor does it anticipate making a discretionary contribution to the Pension Plan in 2024.

The Company also offers a defined contribution retirement benefit plan (401(k) plan), the Hancock Whitney Corporation 401(k) Savings Plan and Trust Agreement (“401(k) Plan”), that covers substantially all associates who have been employed 60 days and meet

a minimum age requirement and employment classification criteria. The Company matches 100% of the first 1% of compensation saved by a participant, and 50% of the next 5% of compensation saved. Newly eligible associates are automatically enrolled at an initial 3% savings rate unless the associate actively opts out of participation in the plan. The 401(k) Plan was also amended during the second quarter of 2017 for participants whose benefits are frozen under the Pension Plan to add an enhanced Company contribution beginning January 1, 2018, in the amount of 2%, 4% or 6% of such participant’s eligible compensation, based on the participant’s age and years of service with the Company. The 401(k) Plan’s amendment further provided that the Company will contribute to the benefit of those associates of the Company hired or rehired after June 30, 2017 and those associates of the Company never enrolled in the Pension Plan an additional basic contribution in an amount equal to 2% of the associate’s eligible compensation beginning January 1, 2018. Participants vest in the new basic and enhanced Company contributions upon completion of three years of service.

The Company’s 401(k) plan matching expense totaled $17.9 million, $17.3 million and $16.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Certain associates who were designated executive officers of Whitney Holding Corporation and/or Whitney National Bank before the acquisition by the Company are also covered by an unfunded nonqualified defined benefit pension plan. The benefits under this nonqualified plan were designed to supplement amounts to be paid under the defined benefit plan previously maintained for employees of Whitney Holding Corporation and/or Whitney National Bank (the “Whitney Pension Plan”), and are calculated using the Whitney Pension Plan’s formula, but without applying the restrictions imposed on qualified plans by certain provisions of the Internal Revenue Code. Accrued benefits under this plan were frozen as of December 31, 2012 in connection with the merger of the Whitney Pension Plan into the Company’s qualified defined benefit pension plan, and no future benefits will be accrued under this plan.

The Company also sponsors defined benefit postretirement plans for certain associates. The Hancock postretirement plans are available only to associates hired by the Company prior to January 1, 2000. The Hancock plans provide health care and life insurance benefits to retiring associates who participate in medical and/or group life insurance benefit plans for active associates and have reached 55 years of age with ten years of service, at the time of retirement. The postretirement health care plan is contributory, with retiree contributions adjusted annually and subject to certain employer contribution maximums.

The Whitney postretirement plans are available only to former employees of Whitney Holding Corporation and/or Whitney National Bank who meet the eligibility requirements, and offer health care and life insurance benefits for eligible retirees and their eligible dependents. Participant contributions are required under the health plan. These plans restrict eligibility for postretirement health benefits to retirees already receiving benefits as of the date of the plan amendments in 2007 and to those active participants who were eligible to receive benefits as of December 31, 2007 (i.e., were age 55 with ten years of credited service). Life insurance benefits are currently only available to associates who retired before December 31, 2007.

The Company assumed certain trends in health care costs in the determination of the benefit obligations. The plans assumed a 6.25% increase in health costs, increasing to 7% in 2024, declining to 5.6% uniformly over a three year period, and then following the Getzen model thereafter. At December 31, 2023, the mortality assumption was based on Revised RP-2014 Employee and Healthy Annuitants Bottom Quartile Fully Generational Mortality Table for Males and Females - Projected with Improvement Scale MP-2021.

The following tables detail the changes in the benefit obligations and plan assets of the defined benefit plans for the years ended December 31, 2023 and 2022, as well as the funded status of the plans at each year end and the amounts recognized in the Company’s Consolidated Balance Sheets. The Company uses a December 31 measurement date for all defined benefit pension plans and other postretirement benefit plans.

	2023			2022			2023			2022
($ in thousands)	Pension Benefits						Other Post- Retirement Benefits
Change in benefit obligation
Benefit obligation at beginning of year	$	495,746		$	646,832		$	13,796		$	20,282
Service cost		7,916			11,438			34			59
Interest cost		23,854			14,639			622			375
Plan participants' contributions		—			—			691			794
Net actuarial gain (loss)		15,285			(152,009	)		92			(5,906	)
Benefits paid		(25,153	)		(25,154	)		(1,831	)		(1,808	)
Benefit obligation, end of year		517,648			495,746			13,404			13,796
Change in plan assets
Fair value of plan assets at beginning of year		700,535			859,883			—			—
Actual return on plan assets		48,497			(133,843	)		—			—
Employer contributions		1,136			1,150			1,140			1,015
Plan participants' contributions		—			—			691			793
Benefit payments		(25,153	)		(25,154	)		(1,831	)		(1,808	)
Expenses		(1,951	)		(1,501	)		—			—
Fair value of plan assets, end of year		723,064			700,535			—			—
Funded status at end of year - net asset (liability)	$	205,416		$	204,789		$	(13,404	)	$	(13,796	)
Amounts recognized in accumulated other comprehensive loss
Unrecognized loss (gain) at beginning of year	$	135,243		$	108,121		$	(8,837	)	$	(3,581	)
Net actuarial loss (gain)		5,806			27,122			935			(5,256	)
Unrecognized loss (gain) at end of year	$	141,049		$	135,243		$	(7,902	)	$	(8,837	)
Projected benefit obligation	$	517,648		$	495,746
Accumulated benefit obligation		493,800			472,843
Fair value of plan assets		723,064			700,535

The net funded status of $205.4 million for pension benefits plans includes an excess of plan assets over the benefit obligation of $216.8 million on the defined benefit pension plan, offset by an unfunded benefit obligation of $11.4 million for the nonqualified retirement plan.

Net actuarial gain is a significant component of the change in the projected benefit obligation of the Pension Plan for the year ended December 31, 2023. The actuarial gain was primarily driven by a change in the discount rate used in computing the projected benefit obligation at December 31, 2023.

The following table shows net periodic (benefit) cost included in expense and the changes in the amounts recognized in AOCI during 2023, 2022, and 2021.

	Years Ended December 31,
	2023			2022			2021			2023			2022			2021
($ in thousands)	Pension Benefits									Other Post-Retirement Benefits
Net periodic (benefit) cost
Service cost	$	7,916		$	11,438		$	11,616		$	34		$	59		$	93
Interest cost		23,854			14,639			13,476			622			375			348
Expected return on plan assets		(44,710	)		(46,615	)		(46,654	)		—			—			—
Special termination benefits		—			—			16,052			—			—			4,173
Amortization of net (gain) loss/prior service cost		7,643			2,830			5,284			(843	)		(650	)		(729	)
Net periodic (benefit) cost		(5,297	)		(17,708	)		(226	)		(187	)		(216	)		3,885
Other changes in plan assets and benefit    obligations recognized in other    comprehensive income, before taxes
Net (loss) gain recognized during the year		(7,643	)		(2,830	)		(5,284	)		843			650			729
Net actuarial loss (gain)		13,449			29,952			(51,365	)		92			(5,906	)		(1,506	)
Total recognized in other comprehensive    income		5,806			27,122			(56,649	)		935			(5,256	)		(777	)
Total recognized in net periodic benefit    cost and other comprehensive income	$	509		$	9,414		$	(56,875	)	$	748		$	(5,472	)	$	3,108
Discount rate for benefit obligations		4.83	%		5.00	%		2.77	%		4.81	%		4.98	%		2.32	%
Discount rate for net periodic benefit cost		5.00	%		2.77	%		2.40	%		4.98	%		2.32	%		2.31	%
Expected long-term return on plan assets		6.50	%		5.50	%		5.75	%	n/a			n/a			n/a
Rate of compensation increase	scaled *			scaled *			scaled *			n/a			n/a			n/a

*Graded scale, declining from 7.25% at age 20 to 2.25% at age 60

During the twelve months ended December 31, 2021, the Company completed a Voluntary Early Retirement Incentive Program (VERIP), which was accepted by approximately 260 eligible Pension Plan participants. The event constituted a curtailment of the Pension Plan and resulted in a re-measurement of the projected benefit obligation. The program had two components: a supplemental cash incentive, substantially all of which was paid through the Pension Plan with existing plan assets, and coverage in a post-retirement medical plan, with each component having specific age and years of service requirements. The impact of offering these incentives is classified as special termination benefits in the table above.

The long term rate of return on plan assets is determined by using the weighted-average of historical real returns for major asset classes based on target asset allocations. For all periods presented, the discount rate for the benefit obligation was calculated by matching expected future cash flows to the USI Consulting Group Pension Discount Curve (AA).

The following table presents expected plan benefit payments over the ten years succeeding December 31, 2023:

($ in thousands)	Pension		Post-Retirement		Total
2024	$	27,992	$	1,241	$	29,233
2025		29,259		1,074		30,333
2026		30,610		884		31,494
2027		31,951		907		32,858
2028		33,096		908		34,004
2029-2033		179,474		4,156		183,630
.	$	332,382	$	9,170	$	341,552

The expected benefit payments are estimated based on the same assumptions used to measure the Company’s benefit obligations at December 31, 2023.

The fair values of pension plan assets at December 31, 2023 and 2022, by asset category, are shown in the following tables. The fair value is presented based on the Financial Accounting Standards Board’s fair value hierarchy that prioritizes inputs into the valuation techniques used to measure fair value. Level 1 uses quoted prices in active markets for identical assets, Level 2 uses significant observable inputs, and Level 3 uses significant unobservable inputs. In accordance with Subtopic 820-10 common trust funds are reported at fair value using net asset value per share (or its equivalent) as a practical expedient and are not classified in the fair value hierarchy.

For all investments, the plan attempts to use quoted market prices of identical assets on active exchanges, or Level 1 measurements. Where such quoted market prices are not available, the plan will use quoted prices for similar instruments or discounted cash flows to estimate the value, reported as Level 2.

	December 31, 2023
Fair Value Measurements by Asset Category / Fund	Level 1		Level 2		Level 3		Total
($ in thousands)
Cash and equivalents	$	5,268	$	—	$	—	$	5,268
Total cash and cash equivalents		5,268		—		—		5,268
Fixed income securities		25,539		38,750		—		64,289
Mutual fund-fixed income		—		—		—		—
Exchange Traded Fund (ETF)-Fixed income		3,434				—		3,434
Total fixed income		28,973		38,750		—		67,723
Domestic and foreign stock		45,864		—		—		45,864
Mutual funds-equity		95,066		—		—		95,066
Total equity		140,930		—		—		140,930
Total assets at fair value		175,171		38,750		—		213,921
Common trust funds (fixed income)		—		—		—		451,493
Common trust fund (real assets)		—		—		—		57,650
Total	$	175,171	$	38,750	$	—	$	723,064

	December 31, 2022
Fair Value Measurements by Asset Category / Fund	Level 1		Level 2		Level 3		Total
($ in thousands)
Cash and equivalents	$	9,050	$	—	$	—	$	9,050
Total cash and cash equivalents		9,050		—		—		9,050
Fixed income securities		29,577		31,268		—		60,845
Mutual fund-fixed income		344		—		—		344
Exchange Traded Fund (ETF)-Fixed income		5,087		—		—		5,087
Total fixed income		35,008		31,268		—		66,276
Domestic and foreign stock		50,956		—		—		50,956
Mutual funds-equity		105,486		—		—		105,486
Total equity		156,442		—		—		156,442
Total assets at fair value		200,500		31,268		—		231,768
Common trust funds (fixed income)		—		—		—		410,280
Common trust fund (real assets)		—		—		—		58,487
Total	$	200,500	$	31,268	$	—	$	700,535

The following table presents the percentage allocation of the plan assets by asset category and corresponding target allocations at December 31, 2023 and 2022.

	Plan Assets						Target Allocation
	at December 31,						at December 31,
Asset category	2023			2022			2023	2022
Cash and equivalents		1	%		1	%	0 - 5%	0 - 5%
Fixed income securities		72			68		62-84%	62-84%
Equity securities		19			22		16-22%	16-22%
Real assets		8			9		4-10%	4-10%
		100	%		100	%

Plan assets are invested in long-term strategies and evaluated within the context of a long-term investment horizon. Plan assets will be diversified across multiple asset classes so as to minimize the risk of large losses. Short-term fluctuations in value will be considered secondary to long-term results. The Company employs a total return approach whereby a diversified mix of asset class investments are used to maximize the long-term return of plan assets for an acceptable level of risk. Risk tolerance is established through careful consideration of the plan liabilities, plan funded status and the Company’s financial condition. The investment performance of the plan is regularly monitored to ensure that appropriate risk levels are being taken and to evaluate returns versus a suitable market benchmark. The benefits investment committee meets periodically to review the policy, strategy, and performance of the plans.