UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

(Amendment No.    )

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

Check the appropriate box:

CADENCE BANCORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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2800 Post Oak Boulevard, Suite 3800

Houston, Texas 77056

March 30, 201827, 2020

Dear Stockholder:

On behalf of the Board of Directors and management of Cadence Bancorporation, I am pleased to invite you to the 20182020 Annual Meeting of Stockholders.Stockholders (the “Annual Meeting”). The Annual Meeting will be held at The Houstonian Hotel, 111 NorthWilliams Tower Conference Center, 2^nd Floor, 2800 Post Oak Lane,Boulevard, Houston, Texas 7702477056*, on Wednesday,Thursday, May 16, 20187, 2020 at 10:11:00 a.m., local time.

As described in more detail in the accompanying Notice of Annual Meeting and Proxy Statement, the formal business to be conducted at the Annual Meeting is:

Certain members of our Board of Directors and senior officers, as well as representatives from our independent registered public accounting firm, will be present to respond to appropriate questions from stockholders.

Your vote is important. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or vote telephonically or electronically using the telephone and Internet voting procedures described on the proxy card at your earliest convenience.

Thank you for your continued support of Cadence Bancorporation.

Sincerely,

Paul B. Murphy, Jr.

Chairman and Chief Executive Officer

CADENCE BANCORPORATION

2800 Post Oak Boulevard, Suite 3800

Houston, Texas 77056

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 16, 20187, 2020

NOTICE HEREBY IS GIVEN that the 20182020 Annual Meeting of Stockholders of Cadence Bancorporation, will be held at The Houstonian Hotel, 111 NorthWilliams Tower Conference Center, 2^nd Floor, 2800 Post Oak Lane,Boulevard, Houston, Texas 7702477056*, on Wednesday,Thursday, May 16, 2018,7, 2020 at 10:11:00 a.m., local time, for the purpose of considering and voting upon:

The Board of Directors has fixed the close of business on March 21, 201812, 2020, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

A list of stockholders entitled to vote at the 2018 Annual Meeting will be available for inspection upon request of any stockholder for a purpose germane to the meeting at our principal executive offices at 2800 Post Oak Boulevard, Suite 3800, Houston, Texas 77056, for a purpose germane to the meeting, during the ten days prior to the meeting, during ordinary business hours, and during the meeting.

If you hold your shares of common stock through a broker or nominee and you plan to attend the 20182020 Annual Meeting, you will need to bring either a copy of the voting instruction card provided by your broker or nominee or a copy of a brokerage statement showing your ownership as of March 21, 2018.12, 2020.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY WITH VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE OR INTERNET (BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD) OR BY MAIL.

By order of the Board of Directors,

Jerry W. Powell

Executive Vice President, General Counsel and Secretary

Houston, Texas

March 30, 201827, 2020

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be

held on May 16, 2018:7, 2020:

Our Proxy Statement, 2019 Annual Review and 2017 Annual Report to Stockholderson Form10-K for the year ended December 31, 2019 are available at

http://www.cstproxy.com/cadencebank/20182020.

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*

As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available in the Investor Relations section of our website at www.cadencebancorporation.com under “Annual Meeting of Stockholders.”

TABLE OF CONTENTS

CADENCE BANCORPORATION

2800 Post Oak Boulevard, Suite 3800

Houston, Texas 77056

PROXY STATEMENT

FOR THE 20182020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY,THURSDAY, MAY 16, 20187, 2020

These proxy materials are furnished in connection with the solicitation by the boardBoard of directorsDirectors (the “Board”) of Cadence Bancorporation (“Cadence” or the “Company”), a Delaware corporation, of proxies to be voted at the 20182020 Annual Meeting of Stockholders of the Company and at any adjournment of such meeting (the “Annual Meeting”).

The Company has mailed ore-mailed to its stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you are a registered stockholder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York, NY 10004-1561, toll-freetoll free at (212)(888)845-3240,266-6791, or via http://www.continentalstock.com.www.cstproxyvote.com. You may do the same as a beneficial stockholder by calling the broker or nominee where your shares are held.

The Company completed the initial public offering of shares of its common stock (the “IPO”) in April 2017 and is a publicly traded bankfinancial holding company with its shares of Class A common stock, par value $0.01 per share, listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “CADE.” Following the IPO and two secondary offerings of the Company’s common stock completed on November 13, 2017 and February 13, 2018, approximately 65.6% of the Company’s Class A common stock is held by Cadence Bancorp, LLC, our controlling stockholder.

When used in this Proxy Statement, the terms “Cadence,” “we,” “our,” “us” and the “Company” refer to Cadence Bancorporation, a Delaware corporation, and its consolidated subsidiaries, including Cadence Bank, National Association (N.A.). All references to “the LLC” or our “controlling stockholder” refer to Cadence Bancorp, LLC, a Delaware limited liability company.Association. All references in this prospectusProxy Statement to “Cadence Bank” or “the Bank”the “Bank” refer to Cadence Bank, National Association, (N.A.), our wholly owned bank subsidiary.subsidiary, and all references to the “LLC” refer to Cadence Bancorp LLC, our former controlling stockholder. The term “fiscal year” refers to our fiscal year, which is based on a12-month period ending December 31 of each year (e.g., fiscal year 20172019 refers to the12-month period ended December 31, 2017)2019).

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

We are providing these proxy materials to you in connection with the solicitation, by the Board of Directors of Cadence Bancorporation, of proxies to be voted at the Company’s Annual Meeting. You are receiving this Proxy Statement because you were a Cadence Bancorporation stockholder as of the close of business on March 21, 2018,12, 2020, the record date for the Annual Meeting. This Proxy Statement provides notice of the Annual Meeting, describes the proposals presented for stockholder action and includes information required to be disclosed to stockholders.

When and where is the Annual Meeting?

The Annual Meeting will be held on Wednesday,Thursday, May 16, 20187, 2020 at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024 at 10:11:00 a.m., local time.time, at Williams Tower Conference Center, 2^nd Floor, 2800 Post Oak Boulevard, Houston, Texas 77056.

As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available in the Investor Relations section of our website at www.cadencebancorporation.com under “Annual Meeting of Stockholders.”

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters described in the Notice of Annual Meeting that accompanies this Proxy Statement, including (1) the election of Mr. PaulWilliam B. Murphy,Harrison, Jr. and Joseph W. Evans as a Class I directorIII directors, each to serve for a three-year term expiring at the 20212023 Annual Meeting of Stockholders, (2) an amendment to the Second Amended and Restated Certificate of Incorporation to declassify the Board of Directors, (3) an amendment to the Second Amended and Restated Certificate of Incorporation to eliminate a supermajority vote provision, (4) an amendment to the Second Amended and Restated Certificate of Incorporation to eliminate obsolete provisions, (5) an advisory vote on the compensation of our named executive officers, and (6) the ratification of the appointment by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018 and the approval of an Employee Stock Purchase Plan proposed to be established by the Company.2020.

Who may vote at the Annual Meeting?

Only record holders of our Class A common stock par value $0.01 per share (our “Class A common stock”), as of the close of business on March 21, 201812, 2020 (the “Record Date”), will be entitled to vote at the Annual meeting.Meeting. On the Record Date, the Company had outstanding 83,625,000128,115,287 shares of Class A common stock. Each outstanding share of common stock entitles the holder to one vote.

What constitutes a quorum?

The Annual Meeting will be held only if a quorum is present. A quorum will be present if the holders of a majority of the shares of Class A common stock outstanding on the Record Date and entitled to vote on a matter at the Annual Meeting are represented, in person or by proxy, at the Annual Meeting. Shares represented by properly completed proxy cards either marked “abstain” or “withhold,” or returned without voting instructions, are counted as present and entitled to vote for the purpose of determining whether a quorum is present at the Annual Meeting. If shares are held by brokers who are prohibited from exercising discretionary authority for beneficial owners who have not given voting instructions (“brokernon-votes”), those shares will be counted as represented at the Annual Meeting for the purpose of determining whether a quorum is present at the Annual Meeting.

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How are votes counted?

Stockholder Voting Generally

Each stockholder entitled to vote at the Annual Meeting will be entitled to one vote for each share of stock held by such stockholder as of the Record Date, which has voting power upon the matter in question.

Proposal 1: Election of PaulWilliam B. Murphy,Harrison, Jr. and Joseph W. Evans as a Class I DirectorIII Directors.

A plurality of the votes cast are required for the election of Pauleach of William B. Murphy,Harrison, Jr. and Joseph W. Evans as a Class IIII director. This means that in the event there is more than one nominee, the nomineenominees with the highest number of votes cast “for” their election will be elected regardless of whether the number of votes received by any such nominee constitutes a majority of the number of votes cast. Abstentions,Based on the plurality voting standard, abstentions, votes to withhold and brokernon-votes will not be countedaffect the outcome of this matter. Brokers, as nominees for purposesthe beneficial owners, may not exercise discretion in voting on this matter and may only vote on this proposal as instructed by the beneficial owners of the shares.

Proposal 2: An amendment to the Second Amended and Restated Certificate of Incorporation to declassify the Board of Directors by the 2023 Annual Meeting of Stockholders.

Under Delaware law, approval of this amendment requires the affirmative vote of a majority of the outstanding shares of the Company’s common stock. Abstentions and brokernon-votes are considered in determining the number of votes necessary for approval of this proposal and willare counted as votes “against” this proposal. Brokers, as nominees for the beneficial owners, may not affectexercise discretion in voting on this matter and may only vote on this proposal as instructed by the resultbeneficial owners of the vote.shares.

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Proposal 2: Ratification3: An amendment to the Second Amended and Restated Certificate of Incorporation to eliminate the requirement for a supermajority vote in order for the stockholders to amend the Company’sBy-laws.

Under Delaware law, approval of this amendment requires the affirmative vote of a majority of the Appointmentoutstanding shares of Ernst & Young LLPthe Company’s common stock. Abstentions and brokernon-votes are considered in determining the number of votes necessary for approval of this proposal and are counted as votes “against” this proposal. Brokers, as nominees for the beneficial owners, may not exercise discretion in voting on this matter and may only vote on this proposal as instructed by the beneficial owners of the shares.

Proposal 4: An amendment to the Second Amended and Restated Certificate of Incorporation to eliminate certain obsolete provisions.

TheUnder Delaware law, approval of this amendment requires the affirmative vote of a majority of the outstanding shares of the Company’s common stock. Abstentions and brokernon-votes are considered in determining the number of votes necessary for approval of this proposal and are counted as votes “against” this proposal. Brokers, as nominees for the beneficial owners, may not exercise discretion in voting on this matter and may only vote on this proposal as instructed by the beneficial owners of the shares.

Proposal 5: Advisory vote on the compensation of our named executive officers.

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 2 is requiredthis matter at the Annual Meeting. Abstentions will have the same effect as “against” votes. Brokers, as nominees for the ratificationbeneficial owners, may not exercise discretion in voting on this matter, and the resulting brokernon-votes will not affect the result of the vote.

Proposal 6: Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2020.

Ratification of the appointment of our independent registered public accounting firm. Abstentions will havefirm requires the effect of voting against this proposal. No brokernon-votes are expected to exist in connection with this proposal.

Proposal 3: Approval of the Employee Stock Purchase Plan

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 3 is required for approval ofthis

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matter at the Employee Stock Purchase Plan.Annual Meeting. Abstentions will have the same effect of voting againstas “against” votes. Your broker, as a nominee for you as the beneficial owner, may exercise discretion to vote on this proposal. Brokerproposal without instruction from you so brokernon-votes are not consideredexpected to be entitled to vote and therefore will have no effect on the voting results forresult from this proposal.

How do I submit my vote?

If you are a stockholder of record, you can vote by:

If you vote on the internet or by telephone,Internet, you do not need to return your proxy card or voting instruction card. Internet and telephone voting for stockholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 15, 2018.6, 2020.

What does it mean if I receive more than one proxy or voting instruction card?

It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

What do I do if I hold my shares through a broker, bank or other nominee?

If you hold your shares through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.

How do I attend the Annual Meeting and vote in person, and what do I need to bring?

All stockholders who attend the Annual Meeting in person will be asked tocheck-in at the registration desk prior to admittance to the meeting. Stockholders who own Company stock through a broker or other nominee will need to bring an account statement as proof of ownership along with photo identification. No cameras or recording equipment will be permitted in the Annual Meeting, and all cell phones must be turned off. If you hold your shares through a broker, bank or other nominee and would like to vote in person at the Annual Meeting, you will need to ask the holder for a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and turn it in with a signed ballot that will be provided to you at the Annual Meeting.

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Can I change or revoke my vote after I return my proxy card?

Yes. If you are a stockholder of record, you may change your vote by:

Who will count the votes?

Jerry W. Powell, Executive Vice President, General Counsel and Secretary of the Company, and Allison O. Skinner, Deputy General Counsel and Assistant Secretary of the Company, will act as inspectorinspectors of election at the Annual Meeting and will count the votes.

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Will my vote be kept confidential?

Yes. As a matter of policy, stockholder proxies, ballots and tabulations that identify individual stockholders are kept secret and are available only to the Company and its inspectors, who are required to acknowledge their obligation to keep your votes confidential.

Who pays to prepare, mail and solicit the proxies?

The Company pays all of the costs of preparing, mailing, delivering electronically and soliciting proxies in connection with this Proxy Statement. In addition to soliciting proxies through the mail or electronic delivery by means of this Proxy Statement, we may solicit proxies through our directors, officers and employees in person and by telephone, facsimile, mail or email. The Company asks brokers, banks, voting trustees and other nominees and fiduciaries to forward proxy materials to the beneficial owners and to obtain authority to execute proxies. The Company will reimburse the brokers, banks, voting trustees and other nominees and fiduciaries upon request.

What are the Board’s recommendations as to how I should vote on each proposal?

The Board recommends a vote:

2020.

How will my shares be voted if I sign, date and return my proxy card?

If you sign, date and return your proxy card and indicate how you would like your shares voted, your shares will be voted as you have instructed. If you sign, date and return your proxy card but do not indicate how you would like your shares voted, your proxy will be voted:

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Board of Directors

Our Board currently has fiveten members, consisting of our Chief Executive Officer and fournine other directors who are “independent” under the listing standards of the NYSE. Additionally, our board includes two advisory members.

In accordance with the terms of our charter, our Board is divided into three classes, Class I, Class II and Class III, with each class serving a staggered three-year term, andterm. The Board is currently divided as follows:

Stockholders.

At each annual meeting of stockholders, upon the expirationeach member of the term of a class of directors the successor to each such director in the classstanding for election orre-election, as applicable, will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our charter. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of the directors. Proposal 2 would amend the Company’s Second and Restated Certificate of Incorporation to declassify the Board. The amendment provides for the phased elimination of the Company’s classified board structure over a three-year period beginning at the Company’s 2021 Annual Meeting of Stockholders, at which time each director on the ballot for election would be elected for aone-year term. Advisory members of our board of directorsthe Board are not elected by shareholdersstockholders and do not vote on matters determined by vote by our board.of the Board. They are appointed by the Board for indefinite terms and may be removed by our board of directors and serve indefinite terms.the Board. At this time, no advisory members have been appointed.

Nominees for Election as a Director at the 20182020 Annual Meeting

The Nominating and Corporate Governance Committee of the Board seeks candidates for nomination to the Board who are qualified to be directors consistent with the Company’s corporate governance guidelines,Corporate Governance Guidelines, as described below under the section entitled “Board Committees—Nominating and Corporate Governance Committee.” In nominating candidates, the Nominating and Corporate Governance Committee takes into account many factors. Those factors include: whether the individual may meet various independence requirements, the individual’s age and relevant skills, and other factors that promote diversity of views and experience in the context of the needs of the Board. The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recruiting and recommending a slate of directors that can best perpetuate the Company’s success and represent stockholder interests through the exercise of sound judgment, using its diversity of experience.

On the recommendation of the Nominating and Corporate Governance Committee, the Board has determined that the size and classification of the Board is currently appropriate and has nominated Mr. MurphyHarrison and Mr. Evans forre-election as directordirectors at the Annual Meeting, each to serve for a three-year term expiring at the annual meeting2023 Annual Meeting of stockholders expected to be held in 2021.Stockholders.

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The following table sets forth certain information regarding Paul B. Murphy, Jr.,Mr. Harrison and Mr. Evans, the Class IIII director nomineenominees standing forre-election election at the Annual Meeting. Additional biographical information on theeach nominee is included below under the section entitled ““Directors and Executive Officers.Officers.”

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In considering each of Mr. Murphy’sHarrison’s and Mr. Evans’ individual experience, qualifications, attributes, skills and past Board participation, the Nominating and Corporate Governance Committee and the Board have concluded that when considered all together, the appropriate experience, qualifications, attributes, skills and participation are represented for the Board as a whole and for each of the Board’s committees. There are no family relationships among each of Mr. MurphyHarrison or Mr. Evans and any directors andor executive officers. Each of Mr. MurphyHarrison and Mr. Evans has indicated a willingness to serve, and the Board has no reason to believe that Mr. Murphyeach nominee will not be available for election. However, if Mr. MurphyHarrison or Mr. Evans is not available for election, proxies may be voted for the election of other persons selected by the Board. Proxies cannot, however, be voted for a greater number of persons than the number of nominees named. Stockholders of the Company have no cumulative voting rights with respect to the election of directors.

The following table sets forth certain information regarding the directors continuing in office and currently expected to stand forre-election at the 20192021 and 20202022 annual meetings of stockholders, as well as our advisory directors.stockholders. Additional biographical information on each of the nominees is included below under the section entitled “Directors and Executive Officers.”

Required Vote

With regard to the election of each of Mr. Murphy,Harrison and Mr. Evans, votes may be cast in favor or withheld. The nominee(s)three nominees receiving the greatest number of affirmative votes cast at the Annual Meeting will be elected directors; therefore, abstentions, votes withheld and brokernon-votes will have no effect on the results of the vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE

NOMINEE NOMINEES FOR DIRECTOR NAMED ABOVE.

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DIRECTORS AND EXECUTIVE OFFICERS

Directors

Our boardBoard of directorsDirectors consists of five members and two advisoryten members. The following table sets forth information regarding our directors.

A brief biography of each person who servesis nominated as a director of the Company is set forth below:

Joseph W. Evans, our Vice Chairman, served as Chairman of the Board of State Bank Financial Corporation from 2010 and Chairman of the Board of State Bank and Trust Company from 2009 until the companies merged into Cadence in January 2019. Mr. Evans previously served as the Chief Executive Officer of State Bank and Trust Company from July 2009 until January 1, 2015 and as Chief Executive Officer of the State Bank Financial Corporation from 2010 until June 2017. He is the former Chairman, President and Chief Executive Officer of Flag Financial Corporation, which was acquired by RBC Centura Bank in 2006. Mr. Evans previously served as President and Chief Executive Officer of Bank Corporation of Georgia, which was acquired by Century South Banks, Inc. in 1997 and later served as President and Chief Executive Officer of Century South Banks, Inc., which was acquired by BB&T in 2001. Mr. Evans is also a managing principal of Bankers’ Capital Group, LLC, an investment company that primarily buys and sells notes. Mr. Evans serves on the board of directors of Southern Trust Insurance Company. He is Chairman of the Buckhead Coalition, a trustee of the Foundation of the Methodist Home of the South Georgia Conference, Inc. in Macon, Georgia, where he chairs its investment committee, and a member of the Board of Councilors of the Carter Center. Mr. Evans serves on the Board of Trustees of the Georgia Tech Foundation as its Chairman. He previously served as Chairman of the Executive Committee of the advisory board of the Scheller College of Business at Georgia Tech. Mr. Evans’ depth of knowledge and years of experience in banking make him well qualified to be a member of our Board of Directors. His ties to our market area also provide him with personal contacts and an awareness of the social environment within which we operate.

William B. Harrison, Jr., our Lead Director, served on the Board of Directors of Cadence Bancorp LLC from 2010 to 2018 and as Chairman since 2010. He is the retired Chief Executive Officer of JPMorgan Chase & Co. He served as the Chairman and Chief Executive Officer of JPMorgan Chase & Co. from January 2000 to December 2006. Mr. Harrison is a member of the J.P. Morgan International Council. He is also a member of the Advisory Board of the Aurora Capital Group, the Advisory Board of Spencer Stuart and the Advisory Board of Hudson Capital. He is a Director Emeritus of the Lincoln Center for the Performing Arts, and a member of the Advisory Board of the Museum of American Finance. Mr. Harrison’s extensive experience as an investment banker and executive at a financial institution qualifies him to serve on our Board of Directors.

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A brief biography of each person who will continue to serve as a director of the Company is set forth below:

Paul B. Murphy, Jr. has served as the Chief Executive Officer of Cadence Bancorp LLC since its inception in 2010 and as Chairman of Cadence Bank, N.A. since its acquisition in 2011.2010. Today he serves as Chairman and Chief Executive Officer of Cadence Bancorporation. Prior to that, he spent 20 years at Amegy Bank of Texas, helping to steer that institution from $75 million in assets and a single location to assets of $11 billion and 85 branches in the Houston, Dallas and San Antonio metropolitan areas when he left as a Director and Chief Executive OfficeOfficer in 2009. During his tenure, Amegy completed several successful acquisitions and sold to Zions Bancorporation for $1.7 billion in 2005, with original investors realizing a return of approximately 36 times their initial investment. Mr. Murphy is an advocate offor the community, and he has served on numerous corporate and nonprofit boards. Currently he is on the boardboards of Oceaneering International Inc., Natural Resource Partners, Hope and National Resource Partners.Healing Center and Institute, Houston Hispanic Chamber of Commerce and the City of Houston Complete Communities Advisory Board. He is active in the World Presidents Organization. Mr. Murphy earned a bachelor’s degree in banking and finance from Mississippi State University and his MBA from the University of Texas at Austin.

William B. Harrison, Jr., our Lead Director, has served on the board of directors of Cadence Bancorp, LLC since 2010 Mr. Murphy’s extensive knowledge and as Chairman since 2010. He is the retired Chief Executive Officer at JPMorgan Chase & Co. He served as the Chairman and Chief Executive Officer at JPMorgan Chase & Co. from January 2000 to December 2006 Mr. Harrison is a member of the J.P. Morgan International Council. He is also a member of the Advisory Board of the Aurora Capital Group, the Advisory Board of Chilton Investment Company, the Advisory Board of Spencer Stuart and the Advisory Board of Hudson Capital. He is a Director Emeritus of Lincoln Center for the Performing Arts, and a member of the Advisory Board of the Museum of American Finance. Mr. Harrison’s extensive experience as an investment banker and executive at a financial institutionin banking qualifies him to serve on our boardBoard of directors.Directors.

Robert K. SteelJ. Richard Fredericks has served on the Cadence Bancorp, LLC board of directors since 2010. Since July 2014 he has served as the Chief Executive Officer of Perella Weinberg Partners. Previously, he was New York City’s Deputy Mayor for Economic Development under Mayor Michael Bloomberg. Prior to that, Mr. Steel served as the Chief Executive Officer and President of Wachovia Corp. From 2006 to 2008, Mr. Steel was the Under Secretary for Domestic Finance at the U.S. Department of the Treasury. Previously he served as the Head of Equities Division in Europe, Vice Chairman and a member of the Management Committee at Goldman Sachs. Mr. Steel has served as Chairman of Duke University’s Board of Trustees, Senior Fellow at the Harvard Kennedy School of Government, a member of the FDIC Advisory Committee on Economic Inclusion, Chairman of The After-School Corporation andCo-Founder of SeaChange Capital Partners. Mr. Steel currently serves as a board member of the Hospital for Special Surgery, The Morgan Library & Museum and The Rockefeller University, and is a member of the Board of Directors of Lincoln Center for the Performing Arts. Mr. Steel’s substantial experience in leadership and management in the public sector and banking sector qualifies him to serve on our board of directors.

J. Richard Fredericks has served on the Cadence Bancorp LLC board of directors since 2010.from 2010 to 2018. Ambassador J. Richard Fredericks is a Founding Partnerfounding partner and Managing Director atof Main Management, LLC, a position he has held since 2002. Previously, he was an Entrepreneur in Residence at Weston Presidio. Prior to that, Mr. Fredericks was the U.S. Ambassador to Switzerland and Liechtenstein from 1999 to 2001. Previously, in 1977,

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he joined Montgomery Securities as a Partner and later became a Senior Managing Director in Investment Research, covering the banking and financial service area. In 1995, Mr. Fredericks was responsible for investment banking efforts for the financial industry in the areas of commercial banking, thrifts and financial technology at Montgomery Securities. Prior to that, he joined Shuman, Agnew and Company in 1975 as a Partner. Previously, Mr. Fredericks began his career at Dean Witter in 1970 as a Securities Analyst. For 17 consecutive years, Mr. Fredericks was chosen by Institutional Investor Magazine as an“All-American” Research Analyst, covering the commercial banking industry. He is a former director of Janus Capital Group, Inc. and a Member onmember of the Advisory Board of Financial Technology Ventures. Mr. Fredericks also sits on the Trust Fund Board of the Library of Congress. Mr. Fredericks’ significant experience in the brokerage industry, specializing in investment research analysis and investment banking, with a specific focus in the field of commercial banking and finance qualifies him to serve on our Board of Directors.

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Virginia A. Hepneris active in various corporate and community activities, following five years ending in 2017 as the President and Chief Executive Officer of the Woodruff Arts Center in Atlanta, Georgia. She currently serves on the Boards of Directors of National Vision Holdings, Inc. and Oxford Industries, Inc. She provides consulting services to DMI, Inc. and is a partner in commercial real estate investments. In 2005, she retired from Wachovia Bank as an Executive Vice President after a25-year career in corporate finance with the firm. Leadership roles included Managing Director of US Corporate Finance, head of Foreign Exchange and Derivatives Trading and Atlanta Commercial Banking Director. Subsequently, in thenon-profit sector she served in Interim Director roles for Atlanta Ballet, Brand Atlanta and Young Audiences. She currently serves on the Westside Future Fund board and real estate committee and chairs the Finance Committee and serves on the Community Foundation for Greater Atlanta GoAtl Investment Committee, the Penn Institute for Urban Research and the Agnes Scott College Board of Visitors. She was recently elected as a life trustee of the Woodruff Arts Center. Past honors include the City of Atlanta Phoenix Award, the Lettie Pate Whitehead Evans Award honoring exemplary corporate board service by a female director, the Governor’s Award for arts leadership in Georgia, the Joan P. Garner Luminary Award by ArtsAtl, Lexus Leader of the Arts, YWCA Women of Achievement and the Outstanding Partner Award from The Home Depot. Ms. Hepner is a member of Rotary International and the International Women’s Forum. She holds a bachelor’s degree in finance from The Wharton School of the University of Pennsylvania and attended the J.L. Kellogg Graduate Business School of Management at Northwestern University. Ms. Hepner’s depth of knowledge and years of experience in finance qualifies her to serve on our Board of Directors.

Precious Williams Owodunniis president of Mountaintop Consulting LLC, a business strategy and branding company that serves leading corporations and financial services, law and private equity firms. Prior to establishing Mountaintop, Ms. Owodunni was a vice president at Goldman, Sachs & Co., where she made private equity investments in high growth businesses and served on the board of directors.several portfolio companies. She began her Goldman career as an investment banker in the Mergers & Strategic Advisory Group, advising energy, retail and industrial companies on M&A and corporate finance transactions. Ms. Owodunni graduated with honors from Yale University and received her J.D. from Yale Law School. She currently serves as a board member of the Houston Parks Board and the Episcopal Health Foundation. Ms. Owodunni’s experience in investment banking, financial services and private equity qualifies her to serve on our Board of Directors.

Marc J. Shapiroserved as an advisory director of Cadence Bancorp LLC from 2010 to 2018. Mr. Shapiro was formerly thenon-executive Chairman of JPMorgan Chase & Co.’s Texas operations from 2004 to 2017 and Vice Chairman for Finance and Risk Management of JPMorgan Chase & Co. from 1997 through 2003. Mr. Shapiro began his banking career in 1972 at Texas Commerce Bank, and served as Chief Financial Officer beginning in 1977. In 1989, after the bank was purchased by J.P. Morgan Chase, he was named Chief Executive Officer of the statewide organization. Mr. Shapiro is currently a member of the Board of Advisors of the James A. Baker III Institute for Public Policy at Rice University. He also currently serves as Chairman of the Board of the Baylor St. Luke’s Medical Center Hospital and as a member of the Board of Trustees of Baylor College of Medicine and the Board of Visitors of MD Anderson Cancer Center. Mr. Shapiro’s extensive experience as an executive in financial institutions, banking and finance qualifies him to serve on our Board of Directors.

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Kathy N. Waller recently served as Chief Financial Officer and President, Enabling Services of The Coca-Cola Company (NYSE: KO), where she led the company’s global finance, technical and shared services organizations, and represented the company to investors, lenders and rating agencies. After 32 years, Ms. Waller retired from The Coca-Cola Company on March 15, 2019. With broad financial and operational leadership experience in the consumer and retail sectors, Ms. Waller has a proven track record of success in driving transformations, delivering strong financial performance, and forming strong relationships with investors and industry analysts. She has extensive knowledge across all areas of finance, including financial planning, investor relations, M&A, accounting, treasury and tax. Ms. Waller also serves on the boards of directors for Delta Airlines (NYSE: DAL), CGI Group (NYSE: GIB) and Beyond Meat. In addition, she is a member of the Boards of Trustees of Spelman College and The Woodruff Arts Center. Ms. Waller’s depth of knowledge and years of experience in finance and operations qualifies her to serve on our Board of Directors.

J. Thomas Wiley, Jr. served as Chief Executive Officer of State Bank Financial Corporation since June 2017, Chief Executive Officer of State Bank and Trust Company from 2015 and President of the State Bank Financial Corporation from January 2013 through 2018. Mr. Wiley also served as Vice Chairman of the Board of State Bank Financial Corporation, a position he has held from 2013, and has served as a director of the State Bank Financial Corporation and State Bank and Trust Company from 2010 until the companies merged into Cadence in January 2019. Mr. Wiley previously served as President of State Bank and Trust Company from January 2013 until July 2015. Mr. Wiley also served as a director of First Bank of Georgia, which State Bank acquired in its acquisition of Georgia-Carolina Bancshares from January 2015 until July 2015, when First Bank of Georgia was merged into State Bank and Trust Company. Mr. Wiley is the former President and Chief Executive Officer of Coastal Bankshares, Inc. and its subsidiary bank, The Coastal Bank, where he served from 2007 until November 2012. Mr. Wiley also served as Chairman of the Board of Directors of Coastal Bankshares and The Coastal Bank from 2007 until March 2014. Before joining Coastal Bankshares, Mr. Wiley served as the Vice Chairman/director and Chief Banking Officer of Flag Financial Corporation from 2002 until 2006 and as President and Chief Executive Officer of Flag Bank from 2002 until 2006. Mr. Wiley is also a managing principal of Bankers’ Capital Group, LLC, an investment company that primarily buys and sells notes. Mr. Wiley serves on the board of governors of the Georgia Chamber of Commerce and the board of trustees of the Atlanta Police Foundation. Mr. Wiley also serves asCo-Chairman of the Valdosta State University Capital Campaign. Mr. Wiley’s depth of knowledge and years of experience in banking make him well qualified to be a member of our Board of Directors.

A brief biography of the director of the Company who is not standing for re-election is set forth below:

Scott M. Stuart has served on the Board of Directors of Cadence Bancorp LLC board of directors since 2010.from 2010 to 2018. He is aco-founder and managing partner of Sageview Capital LP, a position he has held since 2005. He is the former lead independent director atof EverBank Financial and is currently a director at three private companies: DMT Development Systems Group Inc., Reflexis and United Capital. Prior to founding Sageview, Mr. Stuart was a Partner at KKR serving on their investment committee from 2000 to 2005. He joined KKR’s New York office in 1986 and became Partner in 1994, where he was responsible for the utilities and consumer products industry groups. Prior to joining KKR, Mr. Stuart worked at Lehman Brothers Kuhn Loeb, Inc. in the mergers and acquisitions group. ScottMr. Stuart is also a member of the board at Memorial Sloan-Kettering Cancer Center. Mr. Stuart’s considerable experience in finance and knowledge of investments qualifies him to serve on our board of directors.

In addition, the following individuals are advisory directors:

Marc Shapiro is a Senior Advisory Director and has served as an advisory director of Cadence Bancorp, LLC since 2010. Mr. Shapiro was formerly thenon-executive Chairman of JPMorgan Chase & Co.’sTexas operations and Vice Chairman for Finance and Risk Management of JPMorgan Chase & Co. from 1997 through 2003. Mr. Shapiro began his banking career in 1972 at Texas Commerce Bank, and served as Chief Financial Officer beginning in 1977. In 1989, after the bank was purchased by J.P. Morgan Chase, he was named Chief Executive Officer of the statewide organization. Mr. Shapiro is currently a member of the Board of Trustees for Rice University and the Board of Advisors of the James A. Baker III Institute for Public Policy at Rice University. He also currently serves as Chairman of the Board of the Baylor St. Luke’s Medical Center Hospital, and as a member of the Board of Trustees of Baylor College of Medicine and the Board of Visitors of MD Anderson Cancer Center.Directors.

Stanley Levy is an Advisory Director, has served as an advisory director of Cadence Bancorp, LLC since 2010. Mr. Levy is currently the Chief Operating Officer of The Morgan Group, Inc., a national multi-family development, construction and property management firm based in Houston, Texas that has built and operated properties in ten states. Prior to joining The Morgan Group, Mr. Levy began his career at JPMorgan Chase & Co., where he worked for 15 years and served as Managing Director of Real Estate & Lodging Investment Banking for the Southern Region. Mr. Levy graduated with honors from The University of Texas with a BBA in Finance. Mr. Levy also serves as a director of Hines Real Estate Investment Trust, Inc. and treasurer of Congregation Beth Israel. Mr. Levy is a Past President of the Board of The Shlenker School in Houston and an active member of the National Multi Housing Council.

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Executive Officers

The following table sets forth information regarding our executive officers.

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A brief biography of each person who serves as an executive officer of the Company (other than Mr. Murphy, whose biography is included above) is set forth below:

Samuel M. Tortorici has served as the President of Cadence Bancorporation and its predecessor, Cadence Financial Corporation, since 2011 and has served as Chief Executive Officer of Cadence Bank since joining Cadence in 2011. Prior to that, he had a24-year career at Regions and AmSouth Bancorporation, whereand in his final role he led Regions’ Commercial & Industrial business, comprised of over 500 banking professionals across 16 states, more than $40 billion in loan commitments and deposits with annual revenue in excess of $1 billion. While there, he spearheaded development of a range of commercial industry specialty businesses and held a number of Commercial and General Bank leadership positions with responsibility for sales and services across a variety of banking businesses.businesses, including serving as Chief Financial Officer of AmSouth. Mr. Tortorici served as Board Chairman of United Way of Central Alabama, and is on the executive committee of the University of Alabama President’s Cabinet.Cabinet, and is a member of the Metro Atlanta Chamber of Commerce Board and Buckhead Coalition Board. Mr. Tortorici is a graduate of the University of Alabama.

Valerie C. Toalson has served as the Executive Vice President, Chief Financial Officer of Cadence Bancorporation and its predecessor, Cadence Financial Corporation, and Cadence Bancorp LLC, and as Executive Vice President, Chief Financial Officer of Cadence Bank since January 2013, when she joined Cadence. Prior to that, she served as Executive Vice President, Chief Financial Officer of BankAtlantic Bancorp and BankAtlantic N.A., and previously held several senior leadership positions at BOK Financial Corporation, including Corporate Controller, Manager of Credit Services, Manager of Process Improvement and Chief Auditor. Ms. Toalson began her career in audit at Price WaterhousePricewaterhouseCoopers where she received her certified public accounting certificate. Ms. Toalson is an active volunteer in her communitya member of the United Way of Greater Houston Fort Bend Advisory Council, the United Way Women’s Initiative and the Greater Houston Women’s Chamber of Commerce. Ms. Toalson earned a Bachelorbachelor of Sciencescience degree in Accountingaccounting from Oklahoma State University.

R.H. “Hank” Holmes, IVwas appointed as Executive Vice President of the Company in 2016 and as President of Cadence Bank in 2014 and has served as the Business Services Executive and President, Texas Region of Cadence Bank since joining Cadence Bank in 2011. Mr. Holmes brings more than 20 years of banking expertise, 18 of which were at Amegy Bank of Texas where his experience spanned credit, commercial real estate, private banking and special assets. Mr. Holmes serves on the BoardBoards of Directors forof the University of Mississippi’s School of Banking and Finance and BakerRipley and is a member of the Young Presidents Organization. He earned a bachelor’s degree in managerial finance from the University of Mississippi.

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Jerry W. Powellhas served as ourthe Executive Vice President, General Counsel and Secretary of Cadence Bancorporation and its predecessor, Cadence Financial Corporation, Cadence Bancorp LLC and Cadence Bank since 2011. Immediately prior to joining Cadence, Mr. Powell served as special counsel at Jones Walker LLP in the firm’s Financial Services Section. Prior to that, Mr. Powell was the General Counsel for BBVA Compass in the United States and General Counsel of Compass Bank, a position he held for more than 25 years. Before joining Compass, he was a lawyer at a general-practicegeneral practice firm in Birmingham, with an emphasis on litigation, creditor’s rights and consumer compliance. Mr. Powell serves asis Past Chairman of the Alabama Bankers Association, a board member of AIDS Alabama, and a member of the President’s Advisory CouncilUniversity of Birmingham-Southern College andAlabama Law School Foundation Board of Governors following his four-year term as Chairman of the FarrahAlabama Law Alumni Society at the University of Alabama School of Law.Society. Mr. Powell is a graduate of Birmingham-Southern College with a Bachelorbachelor of Artsarts in Political Science, political science,cum laude, and the University of Alabama School of Law, with honors. Mr. Powell is a member of the American Bar Association and the Alabama Bar Association.

J. Randall SchultzSheila E. Rayserves as Chief Talent Officer, a position she has held since January 2019. Ms. Ray previously served as ourChief Financial Officer of State Bank Financial Corporation and State Bank and Trust Company, in addition to Chief Operating Officer of State Bank Financial Corporation, positions she held from January 2015 and July 2017, respectively, until the companies merged into Cadence in January 2019. Ms. Ray also served as the Corporate Secretary of State Bank Financial Corporation and State Bank and Trust Company from December 2015 until the companies merged into Cadence. Ms. Ray joined State Bank Financial Corporation and State Bank and Trust Company in October 2014 as Executive Vice President – Finance. She also served as the Chief Financial Officer of First Bank of Georgia, a subsidiary of State Bank and Trust Company, from January 2015 until July 2015, when the subsidiary merged into State Bank and Trust Company. Before that, she served as Chief Financial Officer of Atlanta Bancorporation, Inc. and Bank of Atlanta from 2006 until each was merged into State Bank Financial Corporation and State Bank and Trust Company, respectively, on October 1, 2014. She also served on the board of directors of Bank of Atlanta, a position she held from 2010 until 2014. Before that, Ms. Ray served as Chief Operating Officer and Chief Financial Officer of Eagle Bancshares, Inc., and its subsidiary unitary thrift, Tucker Federal Bank, from 1997 until it was acquired by RBC Centura Bank in 2002. In 2003, she left RBC Centura Bank to work as an independent consultant, providing financial analysis and strategic planning to a variety of community banks. Ms. Ray also previously served in various leadership roles at First National Bancorp and its subsidiary bank First National Bank of Gainesville from 1988 until 1996, including the Director of Information Processing and Administrative Support and Director of Internal Audit. Ms. Ray served in various leadership roles within internal audit at Wachovia Corporation from 1981 until 1988, including Vice President and Deputy Auditor. Ms. Ray is a Certified Public Accountant, a member of the Board of Trustees at Toccoa Falls College and a member of the board of directors for the Care and Counseling Center of Georgia.

David F. Blackserves as Executive Vice President of Cadence Bancorporation and its predecessor,Chief Risk Officer of Cadence Financial Corporation,Bank, positions he has held since 2016January 2019. Mr. Black previously served as Chief Credit Officer and as Executive Vice President Managingof State Bank and Trust Company from September 2013 until State Bank and Trust Company merged into Cadence Bank in January 2019. Mr. Black previously served as Chief Credit Officer of State Bank Financial Corporation from September 2013 until February 2015. Mr. Black joined State Bank and Trust Company in 2011 as Senior Vice President of Finance. Previously, Mr. Black served as Director of Specialized IndustriesCorporate Strategy at First Horizon National Corporation in Memphis, Tennessee from July 2009 until August 2011. Mr. Black held various leadership roles in Finance and Corporate Development at Wachovia Corporation and Wells Fargo & Company (following Wells Fargo & Company’s purchase of Cadence Bank since December 2011, when he joined Cadence. Prior to joining Cadence, Mr. Schultz was the founderWachovia Corporation in 2008) in Winston-Salem and Managing Director of Regions Bank’s Restaurant Banking Group, which was formed in AprilCharlotte, North Carolina between June 2000 and July 2009, and grew assets under management to approximately $1.3 billion by 2011. Prior to that,he started his banking career with SunTrust Bank in Atlanta. Mr. Schultz was Managing DirectorBlack currently serves on the Board of BankGovernors for the Georgia Chamber of America’s RestaurantCommerce. Mr. Black earned his MBA with concentrations in Corporate Finance, Investments and Beverage Finance Group from 1996 to 2006, which he helped grow from $300 million in assets under management to approximately $7 billion in assetsOrganizational Consulting, and $200 million in revenue. Mr. Schultz led multiple lineshis bachelor of business on a regional and national basis during his tenureadministration in finance with honors from the Terry College of Business at Bankthe University of America, including commercial banking, corporate and investment banking and global treasury management. Mr. Schultz received his Bachelor of Arts from Mississippi State University and his master’s degree in economics from Johns Hopkins University.

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BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCE

Overview

Our Board provides oversight with respect to our overall performance, strategic direction and key corporate policies. It approves major initiatives, advises on key financial and business objectives, and monitors progress with respect to these matters. Members of the Board are kept informed of our business by various reports and documents provided to them on a regular basis, including operating and financial reports and audit reports provided at Board and committee meetings by our Chief Executive Officer, President, Chief Financial Officer and other officers. The Board has fourfive standing committees, the principal responsibilities of which are described below under the section entitled “—Committees of Our Board of Directors.Committees.”

Meetings

The Board held its first meeting on January 31, 2017. The Board met an aggregatea total of 9eight times in 2017.2019. Each member of the Board attended more than 75% of the total number of meetings of the Board and the committees on which hethey served. We strongly encourage, but do not require, the members of our Board to attend annual meetings of our stockholders.

Status as a “Controlled Company”

Because Cadence Bancorp, LLC controls a majority of our outstanding voting power, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. As a result, although the members of our audit committee are required to be independent, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function under the rules of the NYSE.

Director Independence

Under the rules of the NYSE, independent directors must comprise a majority of our board of directors by theone-year anniversary of the time Cadence Bancorp, LLC ceases to own a majority of our voting stock. The ruleslisting standards of the NYSE, as well as thosethe rules of the SEC,Securities and Exchange Commission (the “SEC”), impose several requirements with respect to the independence of our directors. Our boardBoard of directorsDirectors has evaluated the independence of its members based upon the ruleslisting standards of the NYSE and the SEC. Applying these standards, our board of directorsBoard has determined that, with the exception of Mr. Murphy, each of our current directors is an independent director, as defined under the ruleslisting standards of the NYSE. The board of directorsBoard has determined that Mr. Murphy does not qualify as an independent director because he is an employee of Cadence Bancorporation and Cadence Bancorp, LLC.Bank. See “Certain“Certain Relationships and Related Party Transactions.Transactions.”

Board Leadership Structure and Qualifications

We believe that our Board should be comprised of qualified individuals and structured in a way that promotes accountability and ensures that interestinterests of directors and management are aligned with stockholder interests. TheyDirectors should have broad experience at the policy-making level in business, government or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent

The Nominating and Corporate Governance Committee of the interestsBoard is responsible for reviewing the qualifications and independence of all stockholders. When considering potential director candidates, ourthe members of the Board also considersand its various committees on a periodic basis as well as the candidate’scomposition of the Board as a whole. This assessment will include members’ qualifications as independent, as well as consideration of diversity of race, ethnicity, gender, cultural background, age, skills and experience in the context of the needs of the Board. Accordingly, when evaluating candidates for nomination as directors, the Nominating and Corporate Governance Committee will consider, and will ask any search firm that it engages to provide, women and minority candidates in the pool from which the Nominating and Corporate Governance Committee selects director candidates. Nominees for directorship will be recommended to the Board by the Nominating and Corporate Governance Committee in accordance with the policies and principles in its charter.

The corporate governance guidelinesCorporate Governance Guidelines of our Board provide that when the position of Chairman of the Board is not held by an independent director, the independent directors can appoint an independent director to serve as Lead Director, who has various duties and responsibilities including (i) facilitating communication

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between the Chairman of the Board and the independent directors, (ii) convening and presiding over executive sessions of independent directors or over Board meetings if the Chairman is not present and (iii) serving as advisor on Board committees, among other duties and responsibilities.

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Currently, Paul B. Murphy, Jr. serves as our Chief Executive Officer and as the Chairman of our Board, Joseph W. Evans serves as Vice Chairman of our Board, and William B. Harrison, JrJr. has been designated to serve as the Lead Director.

Our Chief Executive Officer is generally in charge of our business affairs, subject to the overall direction and supervision of the Board and its committees, and is the only member of our management team that serves on the Board. Our Board believes that combining the roles of Chairman of the Board and Chief Executive Officer, having an independent Vice Chairman of the Board and appointing a Lead Director is the most effective board leadership structure for us and that it provides an effective balance of strong leadership and independent oversight. Having one individual serve as both Chief Executive Officer and Chairman contributes to and enhances the Board’s efficiency and effectiveness, as the Chief Executive Officer is generally in the best position to inform our independent directors about our operations, the competitive market and other challenges facing our business. Our Board believes that the Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board for many reasons as he is closest to many facets of our business, and has frequent contact with our customers, regulators and other stakeholders in our business. The Board believes that combining the roles of Chief Executive Officer and Chairman of the Board also promotes timely communication between management and the Board on critical matters, including strategy, business results and risks, because of Mr. Murphy’s direct involvement in the strategic andday-to-day management of our business.

Board Oversight of Risk Management

Our Board believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. Our Board, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board assuming a different and important role in overseeing the management of the risks we face.

The Risk Management Committee (“Risk Committee”) of our Board oversees our enterprise-wide risk management framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our Risk Committee also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management and approved by our Board. The Audit Committee of our Board is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting), reviewing and discussing generally the identification, assessment, management and control of our risk exposures on an enterprise-wide basis and engaging as appropriate with our Risk Committee to assess our enterprise-wide risk framework. The Compensation Committee has primary responsibility for risks and exposures associated with our compensation policies, plans and practices regarding both executive compensation and the compensation structure generally. In particular, our Compensation Committee, in conjunction with our Chief Executive Officer and other members of our management as appropriate, reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Nominating and Corporate Governance Committee oversees risks associated with the independence of our Board and potential conflicts of interest.interest facing our directors.

Our senior management is responsible for implementing and reporting to our Board regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks we face on aday-to-day basis. Our senior management is also responsible for creating and

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recommending to our Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

The role of our Board in our risk oversight is consistent with our leadership structure, with our Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and our Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

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Board Committees

Our boardBoard of directorsDirectors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Risk Management Committee and the RiskExecutive Committee. The responsibilities of these committees are described below. Our boardBoard of directorsDirectors also may establish such other committees as it deems appropriate, in accordance with applicable laws and regulations and our corporate governance documents. The following table summarizessets forth the current membership of each of the committees of the board of directors:committees:

Audit Committee. The Audit Committee assists the board of directorsBoard in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of our internal audit function and independent auditors, and risk assessment and risk management. Among other things, the Audit Committee:

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding to engage

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outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. The charter is available on our website at www.cadencebancorporation.com. The Audit Committee held its first meeting on January 31, 2017 and met an aggregatea total of 8nine times in 2017.

NYSE listing standards and the SEC rules generally require issuers to have an audit committee composed of at least three members, each of whom (i) satisfies the NYSE’s general independence standards, (ii) meets the heightened independence standards imposed by Rule10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) is financially literate as interpreted by the issuer’s board of directors. Our Board has determined that each current member of the Audit Committee satisfies these requirements. Our Board also has determined that each of Mr. J. Richard Fredericks and Ms. Virginia A. Hepner is an “audit committee financial expert” in accordance with the criteria established by the NYSE and the SEC.

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Compensation Committee.Committee. The Compensation Committee is responsible for discharging the Board’s responsibilities relating to compensation of the executives and directors. Among other things, the Compensation Committee:

The Compensation Committee has adopted a written charter that among other things, specifies the scope of its rights and responsibilities. The charter is available on our website at www.cadencebancorporation.com. The Compensation Committee held its first meeting on January 31, 2017 and met an aggregatea total of 2three times in 2017.2019.

Our Chief Executive Officer, in conjunction with members of the Compensation Committee and the Human Resources Division, develops recommendations regarding the appropriate mix and level of compensation for our named executive officers (other than himself). The recommendations consider the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the other named executive officers. Our Chief Executive Officer does not participate in Compensation Committee discussions relating to his compensation.

In 2017,2019, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), as its outside independent compensation consultant. The Compensation Committee’s consultant regularly attends committee meetings and executive sessions as requested by the Compensation Committee’s chair. Pearl Meyer made recommendations with respect to executive compensation under its engagement by the Compensation Committee. Its tasks also included reviewing, validating and providing input on information, programs and recommendations made by management.

Pearl Meyer attends meetings of the Compensation Committee as requested and also communicates with the Compensation Committee outside of meetings. Pearl Meyer reports to the Compensation Committee rather than to management, although representatives of the firm may meet with members of management, including our Chief Executive Officer and executive leadership team members, for purposes of gathering information on proposals that management may make to the Compensation Committee.

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In 2017,2019, Pearl Meyer met with various executivesevaluated executive compensation relative to collect data and obtain management’s perspective on the fiscal 2017 compensation for our executives and the long term incentive plan.peer data. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee is responsible for making recommendations to our board of directorsBoard regarding candidates for directorships and the size and composition of our board of directors.Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting,Corporate Governance Guidelines, and making recommendations to our board of directorsBoard concerning governance matters. Among other things, the Nominating and Governance Committee:

The Risk Management Committee has adopted a written charter that among other things, specifies the scope of its rights and responsibilities. The charter is available on our website at www.cadencebancorporation.com. The Risk Management Committee held its first meeting on January 31, 2017 and met an aggregatea total of 5four times in 2017.2019.

Executive Committee.The Executive Committee charter was adopted by the Board on July 25, 2019. The Executive Committee consists of five directors who are elected by the Board. The Board also elects the director that serves as Chairperson. The purpose of the Executive Committee is to provide an efficient vehicle to consider matters that arise between regularly scheduled meetings. The Executive Committee is vested with all the powers and authority of the Board to the extent permitted by applicable law and the Company’sBy-laws. However, the Executive Committee does not have the power to (i) recommend to the stockholders any action that requires stockholder approval; (ii) fill a vacancy on the Board; (iii) appoint a committee of the Board; (iv) appoint the Chief Executive Officer of the company; (v) amend theBy-laws; (vi) declare dividends; or (vii) approve any merger or share exchange that does not require stockholder approval. The Executive Committee has adopted a written charter that, among other things, specifies the scope of its responsibilities. The charter is available on our website at www.cadencebancorporation.com. The Executive Committee did not convene in 2019.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of the Company or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the board of directors, Compensation Committeecompensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our boardBoard of directorsDirectors has adopted corporate governance guidelines,Corporate Governance Guidelines, which are accessible throughavailable on our principal corporate website at www.cadencebancorporation.com under the Investor Relations tab, that set forth a framework within which our board of directors,Board, assisted by board committees, will direct the Company’s affairs. These guidelines address, among other things, the composition and functions of our board of directors,Board, director independence, compensation of directors, management succession and review, boardBoard committees and selection of new directors. Our board of directors has adopted a codeCode of business conductBusiness Conduct and ethicsEthics (the “Code of Ethics”) that applies to all directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics is available upon written request to Corporate Secretary, Cadence Bancorporation, 2800 Post Oak Boulevard, Suite 3800, Houston, Texas 77056 or on our website at www.cadencebancorporation.com. If we amend or grant any waiver from a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law, including by filing a Current Report on Form 8 K.8-K.

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Stockholder Communications with the Board of Directors

Stockholders and any interested parties may communicate with the Board by sending correspondence addressed to the Board or one or more specific directors at the following address: Corporate Secretary, Cadence Bancorporation, c/o the Secretary, 2800 Post Oak Boulevard, Suite 3800, Houston, Texas 77056. All communications will be submitted by the Corporate Secretary to the relevant director or directors as addressed.

Hedging and Pledging Prohibitions

The Company has an Insider Trading Policy that, among other things, prohibits all of our employees (including officers) and directors from engaging in hedging or other speculative transactions relating to the

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Company’s shares. Prohibited transactions include short sales, derivative securities (such as put and call options, or other similar instruments) and other hedging transactions (such as equity swaps, prepaid variable forwards, or similar instruments), or any transactions that have or are designed to have the effect of hedging or offsetting any decrease in the market value of the Company’s securities. In addition, Section 16 officers and directors are generally prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan.

Corporate Social Responsibility

“Do Right” is a founding value of the Company. We have always strived to “do right” by our customers, communities, associates, stockholders and environment in our lending practices, banking products, community investments, charitable giving, employment practices, governance and more. The Board of Directors recognizes the importance of sustainable growth with respect to various environment, social and governance (ESG) matters. In 2019, the Board amended the Nominating and Corporate Governance Charter to include oversight of the Company’s ESG activities. The Nominating and Corporate Governance Committee established a Sustainability Working Group. This Working Group is charged with establishing the framework for the Company’s Sustainability program and integrating this framework into the Company’s risk management and executive incentive program. In 2019, the Company adopted a Corporate Social Responsibility (CSR) Statement describing its “do right” efforts to provide value beyond the numbers and promote sustainable growth. For examples, Cadence adopted a multi-year Community Benefits Plan impacting affordable housing, small businesses, community investment and charitable giving, involving a total commitment of over $1 billion. In 2019, we also increased the size of our Board and elected and/or appointed diverse directors. We launched a Diversity & Inclusion Program built on three pillars of Thriving Talent, “Being We” and Visible Value, and will begin tracking our progress. We foster a paperless environment throughout our footprint and use an outside vendor to shred and recycle paper. Our employees have provided over 9,000 volunteer hours to charitable organizations. The CSR Statement can be accessed on our website at www.cadencebancorporation.com. (The CSR Statement can be reviewed on the website, but shall not be deemed to be a part of or incorporated by reference in this Proxy Statement for any purpose.) As we grow, our sustainability efforts will also grow as we strive to “do right.”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

DIRECTORS AND MANAGEMENT

As of March 30, 2018,12, 2020, we have 83,625,000128,115,287 shares of our Class A common stock issued and outstanding, of which Cadence Bancorp, LLC beneficially owns approximately 65.6%.outstanding.

The following table sets forth the beneficial ownership of our common stock, based on information provided to us or filed with the Securities and Exchange Commission (the “SEC”),SEC as of March 30, 2018,12, 2020, by:

To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of securities the person “beneficially owns,” as determined by the rules of the SEC, subject to applicable community property laws. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right within 60 days after that date to acquire the securities through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement.

The percentages in the table below reflect beneficial ownership as determined in accordance with Rule13d-3 under the Exchange Act and are based on 83,625,000the number of shares of our common stock outstanding as of March 30, 2018.12, 2020 as set forth above. Unless otherwise noted, the address for each stockholder listed onin the table below is: c/o Cadence Bancorporation, 2800 Post Oak Boulevard, Suite 3800, Houston, Texas 77056.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis reviews the objectives and elements of the Company’s executive compensation program and discusses the 2019 compensation earned by our “named executive officers.” It also explains the Compensation Committee’s 2019 decisions. Our named executive officers with policy-making authority, along with their titles, as of December 31, 2019 are noted below:

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Executive Summary

2019 Business Overview

2019 marks a significant growth milestone through the merger of State Bank Financial Corporation and its wholly owned subsidiary, State Bank and Trust Company, a Georgia franchise, on January 1, 2019. Our total assets grew from $12.7 billion to $17.8 billion during 2019 as a result of the merger and continued organic growth. Focusing on integration activities, we also set new revenue records, exceeded our goals for retaining acquired clients and attained our stated goals for reduction in State Bank costs. Our leadership team remained focused and stable, and we added significant new senior leadership talent to our team in the successful hires of a Chief Risk Officer and a Chief Talent Officer. Financial highlights for 2019 include:

As

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2019 Compensation Highlights

Since our IPO in 2017, our Company has experienced significant growth. At the same time, the structure of our executive compensation program has been evolving to ensure that it keeps pace with and supports our business strategy and compensation philosophy: to attract and retain high-caliber senior executives in a competitive environment and to align our named executive officers’ interests with those of our stockholders.

In May 2019, when our stockholders had their first opportunity to vote on our named executive officer compensation(say-on-pay), approximately 91% of votes cast were for approval of our named executive officer compensation. This strong level of support validated the overall structure of our executive compensation program. It also reinforced that our investors understand the importance of keeping our leadership team stable and focused on shareholder value creation, especially as our business continues to grow at a rapid pace. Additionally, stockholders had their first opportunity to vote on the frequency of thesay-on-pay vote and the stockholders approved the Company’s recommendation to hold annualsay-on-pay votes in order to ensure stockholder feedback on compensation programs is regularly taken into account.

2019One-Time Equity Award: Driving Performance and Increasing Stock Ownership. Against this backdrop, in January 2019 the Compensation Committee approved aone-time equity award, which was primarily designed as a final action to address historical compensation levels, which were near the 25^th percentile of our peers. The Compensation Committee also sought to address specific issues related to our equity practices and stockholder alignment:

These equity-based awards are not part of the regular, ongoing executive compensation program:

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The Compensation Committee also approved and implemented new stock retention and ownership guidelines, as follows:

Ownership includes shares owned directly, shares owned indirectly, time-vesting restricted stock or time-vesting restricted stock units granted under the Company’s incentive plans and unexercised stock options that are vested andin-the-money. Ownership does not include unearned performance shares, unvested options or options notin-the-money. The accumulation period is five-years and requires the rentention of fifty percent of shares earned through equity-based compensation.

Actions taken in 2018 and 2019 by the Compensation Committee, in consultation with Pearl Meyer, have addressed peer market compensation and stockholder alignment concerns. For 2020, our compensation program will include its regular total direct compensation components as described below.

2019 Regular Executive Compensation Program Decisions. Our annual executive compensation program is intended to be based on a foundation of good governance and market-best practices (seeCompensation Design and Governance Practicesbelow), which, in addition to our performance results, drive the Compensation Committee’s decision-making process. To this end, and with the support of analysis provided by its independent compensation consultant, Pearl Meyer, the Compensation Committee made the following decisions pertaining to the regular executive compensation program for 2019:    

CEO PayAt-A-Glance: Reported v. Realized Pay

In establishing the Company’s executive compensation program in general and our CEO’s compensation in particular, the Compensation Committee considers the difference between the CEO’s total compensation as reported in the Summary Compensation Table (“reported pay”) and the CEO’s realized compensation. In the illustration below, total realized compensation consists of the following: base salary in the year it is earned; annual cash bonus paid in the year it is earned; long-term performance cash award paid in the year it is earned; the value realized upon exercise of stock options; the value of restricted stock vested during the year; and other

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compensation related to benefits. The stock price used in realized pay reflects the price on the date equity is vested and the value received by the recipient, while the equity value listed in the Summary Compensation Table reflects the stock price on the date of grant. Since 2017, our CEO’s realized pay was consistently lower than reported pay, demonstrating the“at-risk” nature of his compensation and our program’spay-for-performance design.

Compensation Design and Governance Practices

The Compensation Committee has designed our executive compensation program to align with the long-term interests of our stockholders. Below we summarize certain practices we have implemented to drive performance and those we have not implemented because we do not believe they would serve our stockholders’ long-term interests.

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What Guides Our Program

Philosophy and Objectives of Executive Compensation

The philosophy underlying our executive compensation program is to foster long-term business success by driving performance and growth, attracting and retaining experienced executives in a competitive environment and aligning our named executive officers’ interests with those of our stockholders. The objectives of the executive compensation program are to:

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Elements of Compensation

Our executive compensation program is designed to support the alignment of pay with performance and encourage the creation of long-term stockholder value with appropriate risk management. Accordingly, our program includes a balance of fixed and performance-based pay, cash and equity compensation, absolute and relative performance goals, and short- and long-term incentive compensation. The primary components of our 2019 named executive officer compensation, as well as the key features of each component, are included in the table below:

2019 Compensation Mix

Our executive compensation structure is heavily weighted toward performance-based variable pay. The following graphs reflects the mix of fixed and variable pay for our CEO and other NEOs in 2019. The graphs include the grant date fair value of theone-time equity grants. This differs from the realizable value of the premium stock options, which will only have value if the Company’s stock price exceeds the $20.33 and $22.11 exercise prices, respectively. As the two graphs below illustrate, our executive pay is heavily weighted toward components that are tied to the value of our common stock and Company performance.

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Process for Determining Executive Officer Compensation

Role of the Compensation Committee

The Compensation Committee is responsible for administering our executive compensation program in a manner consistent with our compensation philosophy. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which is available on our website at www.cadencebancorporation.com.

Under the Compensation Committee’s charter, it has authority to review and approve the total compensation, including salary, bonus incentive, benefits, and other compensation, of the Chief Executive Officer and all other executive officers of the Company.

The Compensation Committee conducts an annual evaluation of the Chief Executive Officer’s performance and determines his compensation in executive sessions without the Chief Executive Officer present. Our Chief Executive Officer evaluates the performance of our other named executive officers and presents his conclusions and recommendations to the Compensation Committee. The Compensation Committee retains absolute discretion as to whether it approves the recommendations of the Chief Executive Officer or makes adjustments, as it deems appropriate.

Role of Management

Our Chief Executive Officer and other members of executive management and the Compensation Committee work together to establish, review, and evaluate performance goals for our performance-based incentive plans. While these executives provide input into our strategic goals for future performance periods, the Compensation Committee carefully reviews recommended goals before giving its final approval, and it evaluates and determines whether such performance goals have been achieved. We believe this process ensures that goals will be appropriately balanced between short- and long-term incentives and will be motivating and challenging but also attainable.

Role of Our Compensation Consultants

The Compensation Committee has the authority under its charter to appoint, obtain advice from, terminate, and approve the fees and other retention terms of advisors (including compensation consultants). For 2019, the Committee continued its engagement of Pearl Meyer as its independent compensation consultant. In this role, Pearl Meyer provided the Compensation Committee with market data, analysis and advice regarding the compensation of our independent directors, named executive officers and our other executive officers, which was used by the Compensation Committee in making the majority of its compensation-related decisions in 2019. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules.

Role of Peer Market Data

The Compensation Committee considers several factors when determining executive compensation, including peer market data. Pearl Meyer provided the Committee with data on market compensation levels forsimilarly-sized banks based on a peer group and survey data. Pearl Meyer recommended revisions to the peer group due to the increase in the Company’s size as a result of the merger and organic growth. The peer group included the following 19 companies which are comparable to us in terms of asset size and business model. The Company’s assets were aligned with the median of the peer group.

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While the Compensation Committee referenced the peer market data when evaluating compensation, it is not the only element considered. The Compensation Committee also considers performance of the executives and respective lines of business.

Our 2019 Executive Compensation Program In Detail

Base Salary

The Compensation Committee intends for the base salary of our named executive officers to provide a base level of pay for the services they provide that is competitive with comparable financial institutions.

The Compensation Committee annually reviews each executive officer’s base salary and can increase his or her salary based on performance and in compliance with regulatory standards. The Compensation Committee receives market comparisons from its compensation consultant. Based on the review conducted in January of 2019, the Compensation Committee established the base salaries of each of the named executive officers for 2019 as shown in the table below. These increases were approved by the Compensation Committee to better align compensation with the median of the market:

During 2020, the Compensation Committee does not intend to increase base pay for Messrs. Murphy, Tortorici, Holmes and Ms. Toalson.

Annual Cash Incentive Payments (the “Bonus Plan”)

Annual cash incentive compensation is an integral component of our total compensation program that links executive decision-making and performance with our annual strategic objectives. We use this component to focus management on our most important near-term priorities—financial, operating, compliance and safety and soundness—that support our overall strategy and build stockholder value. The Bonus Plan is intended to provide an incentive for superior work and to motivate eligible executives of the Company toward even greater achievement and business results, to tie their goals and interests to those of ours and our stockholders, and to enable us to attract and retain highly qualified executives. Under the Bonus Plan, the amount of each named executive officer’s potential incentive payment that can be earned at the threshold, goal and above goal levels is determined as a percentage of the named executive officer’s base salary. Each named executive officer’s target (goal) annual incentive opportunity, expressed as a percentage of their base salary and as a dollar amount, is summarized below:

Under the Bonus Plan, as soon as practicable at the beginning of each fiscal year, the Compensation Committee, in consultation with our Chief Executive Officer or his designees, selects key measurable

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performance objectives, which will be used to determine the actual incentive cash payment to be awarded to our executive officers upon the achievement of the selected performance objectives. The performance objectives for the 2019 Bonus Plan include adjusted corporate net income and deposit growth and quality (as described below) and other individual goals.

The Compensation Committee establishes threshold, goal and above goal performance levels and weights for each selected performance objective under the Bonus Plan. The weight, stated as a percentage, indicates the maximum percentage of the total potential threshold, goal or above goal incentive payment that can be earned for achieving each performance objective at the set performance levels. If performance is below the threshold level for any particular performance objective, no payment will be earned; however, payment will be earned for other performance objectives that are achieved at least at a threshold level of performance. Above goal represents the maximum level of performance at which, if achieved, a payment is earned on each performance objective. If performance exceeds the above goal level for any performance objective, no further incentive above the above goal incentive for such performance objective is earned.

Actual performance between threshold, goal and above goal performance levels is interpolated to determine the amount of payment based on relative achievement of the performance objectives.

Individual goals included performance measures relating to transparency in board reporting, overall organizational leadership, maintaining satisfactory relationships with regulators, and overall goals within the individual’s direct reporting units. Additionally, the Committee added deposit-related goals which specifically address growth and deposit quality during 2019. The quality of deposits is determined through a relative measure of noninterest-bearing deposits as a percentage of total deposits, cost of deposits, deposits per branch and deposits per employee utilizing a select peer group. Weighting for each executive for the various performance objectives follows:

In determining the actual incentive compensation earned by our named executive officers, the Compensation Committee approved awards based, in part, on the actual achievement of the corporate goals, as set forth below:

Additionally, the named executive officers attained 100% of the target for improvement in deposit quality.

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Finally, for the 2019 bonuses, the Compensation Committee made a discretionary reduction to the bonus payments for certain executives with credit-making authority because of the credit issues that arose during the year which negatively impacted net income. The percentage awarded to each named executive officer for each goal and the percentage of discretionary reduction, along with our named executive officers’ annual incentive payments earned for 2019, are set forth in the table below:

The Compensation Committee will, on an annual basis, continue to review its annual cash incentive plans and award measurement methods and update the Bonus Plan as warranted to maintain the effectiveness of the plan as a key performance-based component of our overall executive compensation program. The Compensation Committee expects that the selected objectives, performance measures, and target levels will continue to evolve based on our strategic objectives, market conditions, new regulations and the regulatory review process.

Long-Term Incentive Program

Our compensation philosophy strongly embraces the concept that management works in the best interests of stockholders when management also has an ownership stake in the Company. We have used the equity grant alternatives under our Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive Plan, which we refer to as the “2015 Omnibus Plan,” to support this philosophy.

In general, we have implemented equity-based incentives to:

2019 Equity Grants

In 2019, our named executive officers received restricted stock grants that vest over a three-year period, with the exception of Mr. Powell’s award which vests over a four-year period.One-half of these grants will vest ratably over the applicable vesting period if the executive is employed on the anniversary date of the grant each year. The other half will cliff vest at the end of the same vesting period depending on performance against specific objectives (“performance shares”). The performance shares may vest within a range of 0% to 200% of the number of target shares depending upon performance results.

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One performance measure was established for the 2019 grant of performance shares: Core Return on Average Assets “Core ROAA” which measures core net income divided by average total assets. Net income for this purpose is defined as net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles goodwill and nonrecurring items. The Core ROAA relative performance will be measured as compared to peers on the KBW Regional Bank Index (KRX) as follows:

With the exception of Mr. Powell, relative performance is measured over the entire performance period. For Mr. Powell, the Core ROAA measure is based on calendar year results for 2019 through 2022. Results will be measured annually and cumulatively at the end of the performance period. Shares will be awarded at the greater of the sum of the annual payout rates or the payout rate based on cumulative performance. For long-term incentive grants to be made in 2020, the Compensation Committee increased the target award level to the 60^th percentile of the peer group.

Vesting of Previous Awards

During 2019, a long-term incentive grant awarded in 2016 vested.One-half of the award was equity-based and tied to the value of Phantom A Units at vesting. The value of a Phantom A Unit at vesting was $1,787.48. The other half of the grant was tied to a performance factor. This factor was contingent upon attainment of a cumulative three-yearpre-tax,pre-loan provision income goal of $500 million, with an actual attainment of $583.97 million or 116.79% of goal. Based on performance, the named executive officers received the following payments in cash under this incentive grant:

As

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During 2019, a portion of March 28,time-based restricted stock awards made in 2018 Messrs. Murphy, Steel, Harrison, Stuart, Tortorici, Fredericks, Holmes, Powell and Schultzearly 2019 vested. The number of shares vesting in 2019 and Ms. Toalson, the directorsaggregate dollar value realized upon vesting of stock is reflected below:

Other Programs, Policies, and Guidelines

Retirement Plans

Cadence Bank 401(k) Plan

Our named executive officers are each eligible to participate in our 401(k) plan, which is designed to provide retirement benefits to all eligible full-time and part-time employees. Our 401(k) plan provides employees with the opportunity to save for retirement on atax-deferred basis, and permits employees to defer between 1% and 50% of eligible compensation, subject to statutory limits. Participants who are at least 50 years old are also entitled to make“catch-up” contributions, subject to certain limitations. Under the 401(k) plan, we are permitted to make both discretionary matching contributions and discretionary profit-sharing contributions. Any discretionary matching contributions vest immediately, while any discretionary profit-sharing contributions vest in equal installments over five years, subject to continued employment. Employees are fully vested in any contributions they make immediately. During 2019, we made an additionalone-time discretionary match of 50% of the first 1% deferred from eligible earnings during 2018 for all employees. Beginning with the fiscal year 2019, our matching contribution to all participants was modified to include 100% of the first 5% of payroll deferrals.

Cadence Bancorporation Deferred Compensation Plan

The Cadence Bancorporation Deferred Compensation Plan, which we refer to as our “Deferred Compensation Plan,” is a nonqualified deferred compensation plan that permits certain officers and employees of the Company are beneficial ownersand its affiliates to defer income beyond the amounts permitted under the Company’s 401(k) plan. Under the Deferred Compensation Plan, a participant may elect to defer an amount not to exceed 25% of membership unitshis or her basic compensation (i.e., base salary and any commissions) and up to 100% of Cadence Bancorp, LLChis or her bonus, subject to certain limitations, until a fixed future date or his or her retirement. In our sole discretion, we may make additional contributions to participants’ accounts, which need not be uniform among participants. Any such contributions we make may be subject to vesting and forfeiture. No executives participated in the following amounts:Deferred Compensation Plan nor did we make any discretionary contributions during fiscal 2019 under the Deferred Compensation Plan. We have also established a rabbi trust with respect to our Deferred Compensation Plan to which we contribute participants’ deferred amounts and any amounts contributed by us to the participants’ accounts. The Cadence Bancorporation Deferred Compensation Plan does not provide for above-market or preferential earnings.

Employment Agreements

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Other Compensation and Benefits

Perquisites

The Company does not provide excessive perquisites to its executive officers, and those perquisites offered are business-related and granted to facilitate the efficiency and productivity of our executive officers.

Health and Welfare Plans

Our named executive officers are eligible to participate in our company-provided benefit plans and programs, including medical, life, and disability plans, on the same basis as other full-time employees of the Company.

Employee Stock Purchase Plan

In 2018, we adopted (and our stockholders approved) the 2018 Employee Stock Purchase Plan, which we refer to as the “ESPP,” an employee stock purchase plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended. Our named executive officers are eligible to participate in the ESPP on the same basis as other full-time employees of the Company.

Recovery and Recoupment Provisions

The 2015 Omnibus Plan provides that all awards granted under the 2015 Omnibus Plan will be subject to any clawback, recoupment, or forfeiture provisions required by applicable law as in effect from time to time, or otherwise adopted by our Board of Directors (or a committee thereof). In November 2019, the Compensation Committee adopted a recoupment policy, which is intended to comply with the “clawback” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The recoupment policy is available on our website at www.cadencebancorporation.com.

Effect of Compensation Policies and Practices on Risk Management and Risk-Taking Incentives

The Compensation Committee with the assistance of senior management annually reviews our compensation and incentive plans, policies, and programs made available to our named executive officers and to all other employees of the Company to seek to ensure that they do not provide incentives to the Company’s employees to take risks that are reasonably likely to have a material adverse effect on the Company. In connection with this review, the Compensation Committee reviews the Company’s compensation strategy and risk mitigation components of the incentive plans and policies to ensure the appropriate balance of compensation opportunities and risk. Performance measurements and criteria used for determining the amount of awards earned under the various incentive plans are documented each year and reviewed by representatives of Enterprise Risk, Audit, Executive Management and Human Resources. All payment requests are subject to validation by Human Resources prior to payment. None of our incentive plans for our retail or commercial bankers reward employees based on volume of accounts established. Instead, those incentive plans focus on net contribution margin, deposit growth, loan growth, other revenue generated and referrals to other Company lines of business, as appropriate for each employee’s roles and responsibilities.

Based on our review, we believe that our compensation policies and practices are consistent with those of similar bank holding companies and their banking subsidiaries and are intended to encourage and reward performance that is consistent with sound practice in the industry and do not encourage excessive risk taking. Our incentive plans provide employees with appropriate incentives that balance risk and reward, are compatible with effective controls and risk management and are supported by strong corporate governance, including active and effective oversight by management and our Board of Directors.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section contained in this Proxy Statement with our management. Based upon that review and those discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

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EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following summarytable shows the compensation table sets forthearned by our named executive officers for the total compensation during the fiscal years ended December 31, 20172019, 2018, and December 31, 2016 of our Chief Executive Officer and our two other most highly compensated executive officers who were serving as executive officers on December 31, 2017. We refer to these officers as our “named executive officers.”

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