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, 201826, 2021

Dear Stockholder:

On behalf of the Board of Directors and management of Cadence Bancorporation (the “Company”), I am pleased to invite you to the 20182021 Annual Meeting of Stockholders.Stockholders (the “Annual Meeting”). The Annual Meeting will be heldconducted in a virtual meeting format only, via live webcast on the Internet, on Thursday, May 6, 2021 at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024 on Wednesday, May 16, 2018 at 10:1:00 a.m.p.m., local time.Central Time. I believe that the Company has responded admirably to the COVID-19 pandemic, and the virtual format of the Annual Meeting is one part of our attempt to promote the safety of our stockholders, employees and community.

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 available to respond to appropriate questions from stockholders.

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

Thank you for your continued support of Cadence Bancorporation.

CADENCE BANCORPORATION

2800 Post Oak Boulevard, Suite 3800

Houston, Texas 77056

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 6, 2021

NOTICE HEREBY IS GIVEN that the 2021 Annual Meeting of Stockholders of Cadence Bancorporation will be conducted virtually, via live webcast on the Internet, on Thursday, May 6, 2021 at 1:00 p.m., Central Time, for the purpose of considering and voting upon:

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 MAY 16, 2018

NOTICE HEREBY IS GIVEN that the 2018 Annual Meeting of Stockholders of Cadence Bancorporation, will be held at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024 on Wednesday, May 16, 2018, at 10:00 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, 2021, 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 complete list of the stockholders entitled to vote atof the 2018 Annual MeetingCompany as of March 12, 2021, will be available for inspection upon requestby stockholders 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,Company during the ten days prior to the meeting, during ordinary business hours,meeting. You may send a written request to the Secretary at our corporate headquarters if you desire to examine the stockholder list, and we will make arrangements to accommodate your request. If you desire to examine the stockholder list during the meeting.Annual Meeting, you may send an e-mail at that time to Danielle Kernell at danielle.kernell@cadencebank.com.

If you hold your shares of common stock through a broker or nominee and you plan to attendparticipate in the 2018 Annual Meeting, you will need to bring eitherfollow the instructions below to obtain a copycontrol number from Continental Stock Transfer & Trust Company. Please allow at least 72 hours prior to the meeting for the processing of the voting instruction card provided by your broker or nominee orsuch a copy of a brokerage statement showing your ownership as of March 21, 2018.request.

WHETHER OR NOT YOU EXPECT TO ATTENDPARTICIPATE IN 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, 201826, 2021

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be

held on May 16, 2018:6, 2021:

Our Proxy Statement, 2020 Annual Review and 2017 Annual Report to Stockholderson Form 10-K for the year ended December 31, 2020 are available at

http://www.cstproxy.com/cadencebank/20182021.

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TABLE OF CONTENTS

CADENCE BANCORPORATION

2800 Post Oak Boulevard, Suite 3800

Houston, Texas 77056

PROXY STATEMENT

FOR THE 20182021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY,THURSDAY, MAY 16, 20186, 2021

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 20182021 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, NYNew York 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. 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 20172020 refers to the12-month period ended December 31, 2017)2020).

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, 2021, 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, 20186, 2021 at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 770241:00 p.m., Central Time, via live webcast on the Internet. There will be no in-person location for the Annual Meeting.

How do I participate in the virtual Annual Meeting?

If your shares of our common stock are registered directly in your name with Continental Stock Transfer & Trust (“Continental Stock Transfer”), our stock transfer agent, you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may attend the Annual Meeting by visiting the virtual meeting website located at 10:www.cstproxy.com/cadencebank/2021 and entering the 12-digit control number that you received on your proxy card or notice. If you do not have your control number, contact Continental Stock Transfer either by phone at (917) 262-2373 or by e-mail at proxy@continentalstock.com.

You can pre-register to attend the Annual Meeting starting on May 3, 2021 at 9:00 a.m., local time.Central Time, by visiting www.cstproxy.com/cadencebank/2021 and clicking on the link to pre-register. You will need to enter your control number, name and e-mail address. Pre-registration is recommended but not required for stockholders of record. Once you pre-register, you can vote or submit questions by typing in the “Submit a Question” box on the virtual meeting website. At the start of the Annual Meeting, you will need to once again log in using your control number. You will be prompted to enter your control number if you vote during the meeting.

If your shares of our common stock are held in a stock brokerage account or by a bank, broker or other nominee, the bank, broker or other nominee is considered the record holder of those shares. You are considered the beneficial owner of those shares, and your shares are held in “street name.” In order to attend the Annual Meeting as a beneficial owner of our stock held in street name, you will need to contact Continental Stock Transfer to receive a control number. If you plan to vote during the meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join the meeting but do not intend to vote, Continental Stock Transfer will issue you a guest control number with proof of ownership. Either way, you must contact Continental Stock Transfer for specific instructions on how to receive a control number. Continental Stock Transfer can be contacted at the number or e-mail address above. Please allow at least 72 hours prior to the meeting for the processing of such a request.

The Company intends the virtual meeting format to approximate an in-person experience for our stockholders. During the Annual Meeting, stockholders may submit questions by typing in the “Submit a Question” box on the virtual meeting website. Our administrator will review all questions submitted during the Annual Meeting, and we intend to answer pertinent questions submitted, as time permits. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. You should ensure that you have a strong Internet or telephone connection, as applicable, wherever you intend to participate in the Annual Meeting, and you should allow plenty of time to log in or call in and ensure that you can hear audio prior to the start of the Annual Meeting.

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If you do not have Internet capabilities, you can listen to the virtual meeting by telephone (but will not have the ability to vote or submit questions) by calling the following numbers and entering the passcode when prompted:

A replay of the Annual Meeting will be available on the virtual meeting website until May 6, 2022.

What is the purpose of the Annual Meeting?

AtDuring 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. Paul B. Murphy, Jr., Precious W. Owodunni, Marc J. Shapiro and J. Thomas Wiley, Jr. as a Class I directordirectors, each to serve for a three-yearone-year term expiring at the 20212022 Annual Meeting of Stockholders, (2) an advisory vote on the compensation of our named executive officers and (3) 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.2021.

Who may vote atduring 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, 2021 (the “Record Date”), will be entitled to vote atduring the Annual meeting.Meeting. On the Record Date, the Company had outstanding 83,625,000124,457,864 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 personby virtual attendance or by proxy, at the Annual Meeting. Shares represented by properly completed proxy cards either marked “abstain”“withhold” or “withhold,“abstain,” 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.

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 Paul B. Murphy, Jr., Precious W. Owodunni, Marc J. Shapiro and J. Thomas Wiley, Jr. as a Class I DirectorDirectors.

A plurality of the votes cast are required for the election of each of Paul B. Murphy, Jr., Precious W. Owodunni, Marc J. Shapiro and J. Thomas Wiley, Jr. as a Class I director. This means that in the event there is more than one nominee, the nomineefour nominees 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, 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.

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An uncontested director is required to promptly tender to the Chairman of the Board of Directors an irrevocable contingent resignation in the event that the number of “withhold” votes with respect to such director’s election or re-election exceeds the number of “for” votes. The Nominating and Corporate Governance Committee of the Board is required to consider on an expedited basis such director’s tendered resignation and make a recommendation to the Board concerning the acceptance or rejection of the tendered resignation. The Board is required to take formal action on the committee’s recommendation expeditiously following receipt, and the Company will publicly disclose the Board’s decision and, if applicable, its reasoning for rejecting the tendered resignation.

Proposal 2: Advisory vote on the compensation of our named executive officers.

Approval of this proposal and will not affectrequires the result of the vote.

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Proposal 2: Ratification of the Appointment of Ernst & Young LLP

The affirmative vote of a majority of the shares present in personby virtual attendance 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 broker non-votes will not affect the result of the vote.

Proposal 3: Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2021.

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 personby virtual attendance or represented by proxy and entitled to vote on Proposal 3 is required for approval ofthis 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 broker non-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 before the Annual Meeting, 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, 2018.5, 2021.

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:

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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.

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.e-mail. 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:

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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:

How will brokernon-votes be treated?

A brokernon-vote occurs when a broker who holds its customer’s shares in street name submits proxies for such shares, but indicates that it does not have authority to vote on a particular matter. Generally, this occurs when brokers have not received any instructions from their customers. In these cases, the brokers, as the holders of record, are permitted to vote on “routine” matters only, but not on other matters. Shares for which brokers have not received instructions from their customers will only be permitted to vote on the following proposal:

Shares for which brokers have not received instructions from their customers will not be permitted to vote on the following proposals:

What if other matters come up during the Annual Meeting?

If any matters other than those referred to in the Notice of Annual Meeting properly come before the Annual Meeting, the individuals named in the accompanying proxy card will vote the proxies held by them in accordance with their best judgment. The Company is not aware of any business other than the items referred to in the Notice of Annual Meeting that will be considered atduring the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

Cadence BancorporationThe Company will announce preliminary voting results atduring the Annual Meeting and publish preliminary results, or final results if available, in a Current Report on Form8-K within four business days of the Annual Meeting.

Your vote is important.

Because many stockholders cannot personally attend the Annual Meeting, it is necessary that a large number be represented by proxy in order to satisfy that a quorum be present to conduct business at the Annual Meeting. Whether or not you plan to attendparticipate in the meeting in person,virtual Annual Meeting, prompt voting will be appreciated. Stockholders of record can also vote their shares via the Internet or by using a toll-free telephone number.prior to the meeting. Instructions for using thesethis convenient servicesservice are provided on the proxy card. Of course, you may still vote your shares on the proxy card. To do so, we ask that you complete, sign, date and return the enclosed proxy card promptly in the postage-paid envelope.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on May 16, 2018:

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This Proxy Statement and our 2017 Annual Report to Stockholders Are Available Free of Charge at:

http://www.cadencebancorporation.com.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Board of Directors

Our Board currently has fivenine members, consisting of our Chief Executive Officer and foureight 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,Currently our Board is divided into three classes, Class I, Class II and Class III, with each class serving a staggered three-year term, and is divided as follows:

At the 2020 Annual Meeting of Stockholders, the Company’s stockholders expectedapproved the amendment of the Company’s Second Amended 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 Annual Meeting, as each director on the ballot for election will be held in 2020.

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

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In considering each of Mr. Murphy’s, Ms. Owodunni’s, Mr. Shapiro’s and Mr. Wiley’s 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 them should be nominated for re-election to the Board’s committees.Board. There are no family relationships among each of Mr. Murphy, Ms. Owodunni, Mr. Shapiro or Mr. Wiley and any of the Company’s directors andor executive officers. Each of Mr. Murphy, Ms. Owodunni, Mr. Shapiro and Mr. Wiley 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. Murphy isany of the nominees are 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 20192022 and 20202023 annual meetings of stockholders, as well as our advisory directors.stockholders. Additional biographical information on each of the nomineescontinuing directors is included below under the section entitled “Directors“Directors and Executive Officers.Officers—Directors.”

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All of our directors bring a wealth of executive leadership experience to our Board, particularly at public companies and in roles in the banking and financial services industry. The following chart summarizes each continuing director’s key experience, qualifications and attributes.

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Required Vote

With regard to the election of each of Mr. Murphy, Ms. Owodunni, Mr. Shapiro and Mr. Wiley, votes may be cast in favor“for” or withheld. The nominee(s)four 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 advisorynine members. The following table sets forth information regarding our directors.

A brief biography of each person who servesis currently nominated for re-election as a director of the Company is set forth below:

Paul B. Murphy, Jr.has served as Chairman of the Board and Chief Executive Officer of Cadence Bancorporation since 2009 and 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. Today he serves as Chairman and Chief Executive Officer of Cadence Bancorporation.2010. 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 Directordirector 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 Young Presidents’ Organization Gold. Mr. Murphy earned a bachelor’s degree in banking and finance from Mississippi State University and his MBAMaster of Business Administration 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 Board of Directors.

Precious W. Owodunniis the Chief Executive Officer 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 in 2009, 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 on the Board of Directors for Switchback II Corporation (NYSE: SWBK.U), 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.

Robert K. SteelMarc J. Shapiro most recently served as an advisory director of Cadence Bancorp LLC from 2010 to 2018. Mr. Shapiro was formerly the non-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 Chair of the Board of Advisors of the James A. Baker III Institute for Public Policy at Rice University. He also currently serves as Chair 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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J.Thomas Wiley, Jr. serves as Chairman of the Board of Directors of Cadence Bank. He served as Chief Executive Officer of State Bank Financial Corporation from June 2017 until it merged into Cadence Bancorporation in January 2019, and President and Vice Chairman of the Board of State Bank Financial Corporation from 2013 until it merged into Cadence Bancorporation in January 2019. Mr. Wiley also served as Chief Executive Officer of State Bank and Trust Company from 2015 until it merged into Cadence Bancorporation in January 2019, and served as President of State Bank and Trust Company from 2013 until 2015. He served as a director of State Bank Financial Corporation and State Bank and Trust Company from 2010 until the companies merged into Cadence in January 2019. Mr. Wiley also served as a director of First Bank of Georgia 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 2012. Mr. Wiley also served as Chairman of the Board of Directors of Coastal Bankshares and The Coastal Bank from 2007 until 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 as Co-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 each person who will continue to serve as a director of the Company is set forth below:

Joseph W. Evans has served onas Vice Chairman of the Board of Cadence Bancorp, LLC boardBancorporation since 2019. He served as Chairman of directors since 2010. Since July 2014 he hasthe Board of State Bank Financial Corporation from 2010 until it merged into Cadence Bancorporation in January 2019, and Chairman of the Board of State Bank and Trust Company from 2009 until it merged into Cadence in January 2019. Mr. Evans previously 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 servedState Bank and Trust Company from 2009 until 2015 and as the Chief Executive Officer of State Bank Financial Corporation from 2010 until 2017. He is the former Chairman, President and PresidentChief Executive Officer of Wachovia Corp. From 2006 to 2008,Flag Financial Corporation, which was acquired by RBC Centura Bank in 2006. Mr. Steel was the Under Secretary for Domestic Finance at the U.S. Department of the Treasury. Previously heEvans previously served as the HeadPresident and Chief Executive Officer of Equities DivisionBank Corporation of Georgia, which was acquired by Century South Banks, Inc. in Europe, Vice Chairman1997 and a member of the Management Committee at Goldman Sachs. Mr. Steel haslater served as ChairmanPresident and Chief Executive Officer of Duke University’s BoardCentury South Banks, Inc., which was acquired by BB&T in 2001. Mr. Evans is also a managing principal of Trustees, Senior Fellow atBankers’ Capital Group, LLC, an investment company that primarily buys and sells notes. Mr. Evans serves on the Harvard Kennedy Schoolboard of Government, a memberdirectors of Southern Trust Insurance Company and was appointed to the FDIC Advisory Committee on Economic Inclusion, Chairman of The After-School CorporationPrivate Colleges 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 Universities Authority. He is a member of the Board of DirectorsCouncilors of Lincolnthe Carter Center forand Chairman of the Performing Arts.Board of Trustees of the Georgia Tech Foundation. He previously served as Chairman of the Buckhead Coalition, as a trustee of the Foundation of the Methodist Home of the South Georgia Conference, Inc. in Macon, Georgia, where he chaired its investment committee, and as Chairman of the Executive Committee of the advisory board of the Scheller College of Business at Georgia Tech. Mr. Steel’s substantialEvans’ depth of knowledge and years of experience in leadershipbanking 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 management inan awareness of the public sector and banking sector qualifies him to serve on our board of directors.social environment within which we operate.

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J. Richard Fredericks has served on the Cadence Bancorp, LLC board of directors since 2010. Ambassador J. Richard Fredericks is a Founding Partnerfounding partner and Managing Director atof Main Management, LLC, a position he has held since 2002. He served on the Board of Directors of Cadence Bancorp LLC from 2010 to 2018. 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, inIn 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 boardBoard of directors.Directors.

Scott M. StuartWilliam B. Harrison, Jr. has served onas Lead Director of the Board of Cadence Bancorporation since 2017. Heserved as Chairman of the Board of Directors of Cadence Bancorp LLC board of directors since 2010. He is aco-founder and managing partner of Sageview Capital LP, a position he has held since 2005.from 2010 to 2018. He is the former lead independent director at EverBank Financialretired Chief Executive Officer of JPMorgan Chase & Co. He served as the Chairman 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 committeeChief Executive Officer of JPMorgan Chase & Co. from 2000 to 2005.2006. Mr. Harrison is a member of the J.P. Morgan International Council. 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. Scott is also a member of the boardAdvisory 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 Memorial Sloan-Kettering Cancer Center. Mr. Stuart’s considerable experience in finance and knowledge of investmentsa financial institution qualifies him to serve on our boardBoard of directors.Directors.

In addition, the following individuals are advisory directors:

Marc ShapiroVirginia A. Hepner is active in various corporate and community activities, following serving as the President and Chief Executive Officer of the Woodruff Arts Center in Atlanta, Georgia, from 2012 to 2017. 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 Senior Advisory Director and has servedpartner in commercial real estate investments. In 2005, she retired from Wachovia Bank as an advisory director of Cadence Bancorp, LLC since 2010. Mr. Shapiro was formerly thenon-executive Chairman of JPMorgan Chase & Co.’sTexas operations andExecutive Vice Chairman for Finance and Risk Management of JPMorgan Chase & Co. from 1997 through 2003. Mr. Shapiro began his bankingPresident after a 25-year career in 1972corporate 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 the non-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. In 2018, she was 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 Texas Commerce Bank,Northwestern University. Ms. Hepner’s depth of knowledge and years of experience in finance qualifies her to serve on our Board of Directors.

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Kathy N. Wallerserved as Chief Financial Officer beginningand President, Enabling Services of The Coca-Cola Company (NYSE: KO) from 2014 to March 2019, where she led the company’s global finance, technical and shared services organizations, and represented the company to investors, lenders and rating agencies. Over Ms. Waller’s 32-year career at The Coca-Cola Company, she served in 1977.various roles such as Executive Vice President, Vice President, Finance and Controller. 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 1989, after the bank was purchased by J.P. Morgan Chase, he was named Chief Executive Officer of the statewide organization. Mr. Shapiroaddition, she 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 MedicineThe Woodruff Arts Center and the Boardboards of Visitorsdirectors of MD Anderson Cancer Center.

Stanley Levy is an Advisory Director, has served as an advisory directorAchieve Atlanta, Atlanta Symphony Orchestra, Spelman College, The Girl Scouts of Cadence Bancorp, LLC since 2010. Mr. Levy is currently the Chief Operating Officer of The Morgan Group, Inc., a national multi-family development, constructionGreater Atlanta, 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 BBARochester. Ms. Waller’s depth of knowledge and years of experience in Finance. Mr. Levy also serves as a director of Hines Real Estate Investment Trust, Inc.finance and treasurer of Congregation Beth Israel. Mr. Levy is a Past President of theoperations qualifies her to serve on our Board of The Shlenker School in Houston and an active member of the National Multi Housing Council.Directors.

Executive Officers

The following table sets forth information regarding our executive officers.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. Tortoricihas served as the President and Chief Operating Officer 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,2011, he had a24-year career at Regions and AmSouth Bancorporation, whereand in his final role he led Regions’ Commercial & Industrial and Specialized Industries 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,at Regions, 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 Central Region President, Alabama Regional President, North Central Alabama Area Executive and Corporate Banking Executive. Mr. Tortorici is on the executive committee of the University of Alabama President’s Cabinet, and is a member of the Metro Atlanta Chamber of Commerce Board, the Buckhead Coalition Board, the Rotary Club of Atlanta and the American Bankers Council. He previously served as Board Chairman of United Way of Central Alabama and is on the executive committee of University of Alabama President’s Cabinet.Alabama. Mr. Tortorici is a graduate ofearned an accounting degree from the University of Alabama.

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Valerie C. Toalsonhas 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.joining Cadence in 2013. Prior to that,2013, 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 and the United Way Women’s Initiative. Ms. Toalson earned a Bachelorbachelor of Sciencescience degree in Accountingaccounting from Oklahoma State University.

R.H.R. H. “Hank” Holmes, IVwas appointedhas served as Executive Vice President, Business Services of the Company inCadence Bancorporation since 2016 and as President of Cadence Bank insince 2014. Prior to 2014, and hashe served as the Business Services Executive and President, Texas Region of Cadence Bank since joining Cadence Bank in 2011. Mr. Holmes oversees Commercial & Industrial, Middle Market Commercial, Commercial Real Estate, Energy, Treasury Management, Community Banking, Wealth Management, and Community Reinvestment Act, as a member of Cadence Bank’s Senior Management Committee and Senior Loan Committee. Mr. Holmes brings more than 2025 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, BakerRipley (formerly Neighborhood Centers, Inc.) and St. Francis Episcopal Day School, and is a member of the Young Presidents Organization.Presidents’ Organization and St. Luke’s United Methodist Church. He earned a bachelor’s degreebachelor of arts in managerial finance from the University of Mississippi.

Jerry W. PowellEdward H. Braddock has served as ourExecutive Vice President, Chief Credit Officer of Cadence Bancorporationand Cadence Bank since November 2020. Mr. Braddock joined Cadence Bank in April 2011 and has held various leadership roles, including Executive Vice President and Group Manager – Special Assets in 2020, Executive Vice President and Group Manager – Treasury Management from 2019 to 2020, and Executive Vice President and Group Manager – Corporate Banking and Energy Services from 2011 to 2019. He began his career in banking at NationsBank, N.A. in Dallas, Texas, and then served in trading and corporate development roles in the merchant energy business before returning to banking with BOKF, N.A., where he led the commercial banking practice in Houston. Mr. Braddock is an active volunteer in his community, serving on the Texas A&M University Commercial Banking Program Advisory Board. Previous community board and committee involvement includes St. Francis Episcopal School, American Cancer Society Texas, and United Way of Greater Houston. He earned a bachelor’s degree in business administration from Texas A&M University and his MBA from The University of Texas at Austin.

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Jerry W. Powell has served as 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,Previously, 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, Alabama 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.Jack Randall Schultz has served as our Executive Vice President of Cadence Bancorporation and its predecessor, Cadence Financial Corporation, since 2016 and as Executive Vice President, Managing Director of Specialized Industries and Small Business Administration of Cadence Bank, N.A. since December 2011, when he joined Cadence.2011. Prior to joining Cadence,that, Mr. Schultz was the founder and Managing Director of Regions Bank’s Restaurant Banking Group, which was formed in April 2009 and grew assets under management to approximately $1.3 billion by 2011. Prior to that,Previously, Mr. Schultz wasserved as Managing Director of Bank of America’s Restaurant and Beverage Finance Group from 1996 to 2006, which he helped grow from $300 million in assets under management to approximately $7 billion in assets and $200 million in revenue. Mr. SchultzHe led multiple lines of business on a regional and national basis during his tenure at Bank of America, including commercial banking, corporate and investment banking, and global treasury management. Mr. Schultz received his Bachelorbachelor of Artsarts from Mississippi State University and his master’s degree in economics from Johns Hopkins University.

Aimee T. Hamilton has served as Executive Vice President, Chief Risk Officer of Cadence Bancorporation since November 2020, after serving as Executive Vice President and Deputy Chief Risk Officer from September 2020 to November 2020, Executive Vice President and Enterprise Risk Management Executive from 2015 to August 2020, and Senior Vice President and Chief Audit Executive from 2013 to 2015. Ms. Hamilton maintains oversight for Credit Review, BSA AML Compliance, Consumer Compliance, Operational Risk, Security and Enterprise Risk Management Operations. In this role, she reports to the Risk Management Committee of the Company’s Board of Directors and is the bank’s primary liaison with federal banking regulators. Prior to joining Cadence, she had a 15-year career with Zions Bancorporation and Amegy Bank where she served as Corporate Compliance Senior Manager, Compliance Manager and Audit Group Manager. Prior to that, Ms. Hamilton held various roles in internal audit and accounting with regional banks. Initially, she was a Senior Accountant with KPMG’s New Orleans office. Ms. Hamilton serves her community as a sustaining member of the Junior League of Houston. She is a graduate of Louisiana State University with a bachelor of science in accounting, cum laude. Additionally, Ms. Hamilton is a Certified Public Accountant (licensed in Louisiana), Certified Internal Auditor and Certified Regulatory Compliance Manager.

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Sheila E. Ray serves as Executive Vice President, Chief Talent Officer, a position she has held since January 2019. Ms. Ray previously served as Chief Financial Officer of State Bank Financial Corporation from 2015 until it merged into Cadence Bancorporation in January 2019 and served as Chief Operating Officer of State Bank Financial Corporation from 2017 until it merged into Cadence Bancorporation. She also served as Chief Financial Officer of State Bank and Trust Company from 2015 until it merged into Cadence Bancorporation 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, in 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, a member of the board of directors for Navicent Health and a board member of CHRIS180.

Thomas D. Clark has served as Executive Vice President, Chief Information Officer of Cadence Bancorporation and Cadence Bank in Houston, Texas since April 2015. In this role, Mr. Clark is responsible for information technology and information security systems and bank operations. Prior to joining Cadence in 2015, Mr. Clark spent ten years at USAA in San Antonio, Texas, a Fortune 200 financial services provider to the United States military community. At USAA, Mr. Clark served in various senior business and technology leadership roles, in which he built and operated customer focused multi-channel delivery and business automation solutions. Mr. Clark also served in leadership roles in information security and privacy, where his span of control included up to 1,500 full-time equivalents and oversight of a $100 million project portfolio. Mr. Clark is a change leader recognized for creating successful strategy and execution teams across organizational boundaries and an implementation leader and operator with proven ability to balance customer experience, regulatory compliance, employee engagement, cost management and business risk. Prior to joining USAA, Mr. Clark served Bank of America and predecessor companies in senior business and technology leadership roles. While in San Antonio, he served as a governing board member and treasurer of The Childrens’ Bereavement Center of South Texas. Mr. Clark currently serves on the Staff Parish Relations Committee of St. Luke’s United Methodist Church in Houston.

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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS, COMMITTEES AND GOVERNANCEMATTERS

OverviewGovernance Highlights

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. MembersThe “Corporate Governance and Board Matters” section of this Proxy Statement describes our governance framework, which includes 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 four standing committees, the principal responsibilities of which are described below under the section entitled “—Committees of Our Board of Directors.”following features:

Meetings

The Board held its first meeting on January 31, 2017. The Board met an aggregatea total of 9eight times in 2017.2020. 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, 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.SEC rules. 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 employeeofficer of Cadence Bancorporation and an employee of Cadence Bancorp, LLC. See “Certain RelationshipsBank.

The Board affirmatively determines the independence of each director and Related Party Transactions.”nominee for election as a director. The Board makes this determination annually. In accordance with the NYSE’s listing standards, we do not consider a director to be independent unless the Board determines that no material relationship exists that would preclude a finding of independence. Members of the Audit, Compensation and Nominating and Corporate Governance Committees must also meet applicable independence tests of the NYSE and the SEC.

The Board of Directors has reviewed a summary of directors’ responses to a questionnaire asking about their relationships with the Company, as well as material provided by management related to transactions, relationships or arrangements between the Company and the directors and parties related to the directors. Following this review, the Board determined that all eight of the non-employee directors listed below are independent. The following table describes the categories or types of transactions, relationships or arrangements considered by the Board in reaching its determination that the following directors are independent:

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Board Qualifications and 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 interestthe interests of our directors and management are aligned with stockholder interests. Theythose of our stockholders. Directors 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 interests of all stockholders. When considering potential director candidates, our Board also considers the candidate’s diversity, age, skills,The Nominating and experience in the contextCorporate Governance Committee of the needsBoard is responsible for reviewing the qualifications and independence of the members of the Board and its various committees on a periodic basis, as well as the composition of the Board as a whole. See “Consideration of Director Nominees” below for the qualifications that the Nominating and Corporate Governance Committee will consider, as well as the process it will follow for considering and recommending director nominees to the full Board.

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 canwill appoint an independent director to serve as Lead Director, who has various duties and responsibilities including (i) facilitating communication 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 an advisor onto the Board committees and other directors, 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, Jr has been designated toJr. serves as the Lead Director. Effective as of the 2021 Annual Meeting, Marc J. Shapiro will serve as the Lead Director.Director of the Board.

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 aan independent 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, asincluding that he is closestclose to many facets of our business and has frequent contact with our customers, regulators and other stakeholders in our business.stakeholders. 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 Executive

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Vice President, Chief Credit Officer and Executive Vice President, Chief Risk Officer both report directly to the Risk Committee.

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 head of the Company’s Internal Audit function reports directly to the Audit Committee. 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.general employee compensation. 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 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. One area in which management has responsibility is data security, including conducting periodic assessments and coordinating third-party assessments of the required processes that management would follow in the event of a data security breach. Management presents an annual information security report to the Board in accordance with the Company’s Information Security Program and Policy, which program addresses standards for developing and implementing administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of customer information regardless of the method used to access, collect, store, use, transmit, protect, or dispose of data.

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.

Actions in Response to the COVID-19 Pandemic

In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) outbreak a global pandemic, and throughout 2020 the Company’s management and Board responded with purposeful steps to help keep our people safe and our customers served. We quickly initiated our business continuity plan in March, including daily communication among executive leadership, near daily meetings among senior leadership, weekly bank-wide calls with our employees, and weekly meetings with our banking regulators. Our management provided weekly updates to the Board through May regarding the impact of the pandemic on the Company’s employees, operations and clients. This correspondence sought to keep the Board updated on management’s efforts with respect to credit, liquidity, regulatory, operations, human resources and internal communications issues.

Our management prioritized the health and safety of the Company’s employees, including implementing healthy workplace guidelines and permitting all employees whose jobs allowed them to work from home to do so. Our human resources team developed and obtained executive approval of the Company’s new remote working policy to include partial remote, local remote and out-of-footprint remote employees. Our technology team implemented its established business continuity plan, which already had the technical framework, infrastructure

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and security requirements in place, to quickly transition approximately two-thirds of all employees to a remote work environment. We also sought to mitigate the financial impact on employees by providing a daily bonus to on-site essential employees, increasing short-term leave at no additional cost to our employees, and working with our employees to resolve various challenges related to school re-openings, childcare and other care-related issues. We also amended the Company’s 401(k) plan to permit distributions and loan deferrals through 2020 due to COVID-19-related financial hardships and enhanced the Company’s health benefits with no increase in premiums.

In response to the economic uncertainty and in light of the Company’s continued efforts to de-risk the portfolio, our management and the Board prioritized the Company’s COVID-19-impacted credits by conducting top-down, bottom-up and third-party reviews of our loan portfolio. These reviews covered over 68% of our total exposure and involved working with borrowers on loan modifications and deferrals in order to de-risk the portfolio. Our bankers actively reached out to clients to understand potential COVID-19 related impacts and assess how best to assist in the situation. The Company supported business owners as their livelihoods and employees were impacted. A cumulative $2.5 billion of COVID-19 related modifications (both payment deferrals and non-payment deferral modifications) were granted to customers who needed relief. As an SBA-preferred lender, Cadence Bank facilitated Paycheck Protection Program (“PPP”) loan applications as part of The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company moved over 20% of the workforce to assist with administration of PPP loans, which provided over $1 billion of funds to approximately 4,350 customers. Nearly two-thirds of the PPP loans were for less than $150,000, demonstrating the Company’s commitment to assisting small business owners.

Board, Committee and Individual Director Evaluation Program

Pursuant to the Corporate Governance Guidelines, the Board and each of its committees conduct an annual evaluation of its performance, led by the Nominating and Corporate Governance Committee. The evaluation is intended to determine whether the Board and its committees are functioning effectively and fulfilling the requirements set forth in the Corporate Governance Guidelines or the committee’s charter, as applicable. Beginning in 2020, the evaluations also included self-evaluations pursuant to which the directors were asked to examine their own contributions to the Board or committee, as appropriate, and potential areas of improvement. The Nominating and Corporate Governance Committee formalized the following self-evaluation program, with the goal of placing additional emphasis on improvements to processes and effectiveness:

As a direct result of the 2020 evaluation program, the Board expressed a desire to receive materials further in advance of meetings and to receive an annual agenda that sets forth the items to be addressed by the Board throughout the year. The Board also requested additional information related to industry trends in its post-quarter

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summaries. The Nominating and Corporate Governance Committee is responsible for ensuring these action items, as well as others resulting from the evaluation process, are implemented throughout the year. As 2021 will be the third year following the merger of State Bank Financial Corporation with the Company, the Company plans to have a third-party evaluator assist with the 2021 Board and committee self-evaluation program.

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 board of directorsBoard also may establish such other committees as it deems appropriate, in accordance with applicable laws and regulations and our corporate governance documents. Each of the standing committees operates under a written charter adopted by the Board, which charters are available on the Company’s website at www.cadencebancorporation.com. The Nominating and Corporate Governance Committee is responsible for evaluating the membership of the committees and making recommendations to the Board regarding the same, which it does annually following a review of the Board’s current competencies. This periodic review of each director’s specific skills and experience allows the Nominating and Corporate Governance Committee to ensure that the committees are organized for optimal effectiveness.

The following table summarizessets forth the current membership of each of the committees and includes the number of the board of directors:meetings that each committee held during 2020:

C = Chairperson

• = Member

Audit Committee. The Audit Committee assists the board of directorsBoard in fulfilling its responsibilities for general oversight of the integrity of our financial statements, our 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:

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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, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

NYSE listing standards and 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 Rule 10A-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 Ms. Hepner, Mr. Fredericks and Ms. Owodunni is an “audit committee financial expert” in accordance with the criteria established by the NYSE and the SEC. The Audit Committee has adopted a written charter that among other things, specifies the scopeReport appears on page 68 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 aggregate of 8 times in 2017.this Proxy Statement.

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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:

NYSE listing standards and SEC rules generally require issuers to have a compensation committee composed of members who satisfy the Compensation Committee charter.

The

NYSE listing standards and SEC rules generally require issuers to have a nominating committee composed of members who satisfy the NYSE’s general independence standards. Our Board has determined that each current member of the Nominating and Corporate Governance 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 Nominating and Corporate Governance Committee held its first meeting on March 30, 2017 and met an aggregate of one time in 2017.satisfies these requirements.

Risk Committee.Management Committee. The Risk Management Committee is responsible for overseeing our enterprise-riskenterprise-wide risk management policies, commensurate with our capital structure, risk profile, complexity, size and other risk-related factors. Beginning in January 2020, the Risk Management Committee began to meet monthly in order to enhance its oversight of the Company’s credit risks. Among other things, the Risk Management Committee:

Executive Committee. The Board created the Executive Committee in July 2019, and the Executive Committee consists of five directors who are elected by the Board. The Board also elects the director that serves as Chairperson of the Executive Committee. The purpose of the Executive Committee is to provide an efficient vehicle for the Board 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’s By-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 the By-laws; (vi) declare dividends; or (vii) approve any merger or share exchange that does not require stockholder approval.

Consideration of Director Nominees

Criteria and Diversity

Criteria that will be used by the Nominating and Corporate Governance Committee in connection with evaluating and selecting new directors include factors relating to whether the director candidate would meet the definition of “independence” required by the listing standards of the NYSE, and whether the director candidate has the skills, occupation and experience to serve the needs of the Board. The Company’s Corporate Governance Guidelinesalso set forth certain factors that should be considered by the Nominating and Corporate Governance Committee in recommending a nominee to the Board, including diversity of race, ethnicity, gender, cultural background, age, skills and experience in the context of the needs of the Board. Accordingly, when evaluating

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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. Currently, our Board includes three females, two of whom are racially and/or ethnically diverse.

The Risk Committee has adoptedBoard believes that the backgrounds and qualifications of the directors, considered as a written chartergroup, should provide a significant composite mix of experience, knowledge and abilities that among other things, specifieswill allow the scope ofBoard to fulfill its rights and responsibilities. The goal of this process is to assemble a group of Board members with deep and varied experience, sound judgment and commitment to the Company’s success. For a discussion of the individual experiences and qualifications of our Board members, see “Directors and Executive Officers—Directors” on page 11 of this Proxy Statement.

Process for Identifying and Evaluating Nominees for Director

The process that will be followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates will include requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board. Additionally, the Nominating and Corporate Governance Committee is authorized under its charter to retain at the Company’s expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms). Assuming that appropriate biographical and background material is provided for candidates recommended by stockholders, the Nominating and Corporate Governance Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members.

Director Nominees Proposed by Stockholders

The Nominating and Corporate Governance Committee will consider stockholder-recommended director candidates for inclusion in the slate of nominees that the Board recommends to the stockholders for election. In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee will apply the selection criteria described above. The Nominating and Corporate Governance Committee will not assign specific weights to its various criteria, and no particular criterion is necessarily applicable to all prospective nominees.

Stockholders may recommend to the Nominating and Corporate Governance Committee individuals to be considered as potential director candidates by submitting the following information to the Chair of the Nominating and Corporate Governance Committee c/o Corporate Secretary, Cadence Bancorporation, 2800 Post Oak Boulevard, Suite 3800, Houston, Texas 77056:

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In addition to submitting nominations in advance to the Nominating and Corporate Governance Committee for consideration, a stockholder also may nominate persons for election to the Board of Directors during a meeting of the stockholders. Nominations for directors must be made in accordance with the advance notice provision of the Company’s By-laws. A copy of the Company’s By-laws is available on our website at www.cadencebancorporation.com. The Riskchairperson of the meeting at which such stockholder nomination is presented shall have the power to determine and declare to the meeting whether or not a nomination was made in accordance with the procedures set forth in our By-laws and, if the chairperson determines that a nomination is not in accordance with the procedures set forth in the By-laws, to declare to the meeting that the defective nomination will be disregarded.

Management Succession Planning and Strategic Planning

The Board is responsible for overseeing the Company’s succession planning efforts, and it has delegated this duty to the Compensation Committee. This Committee heldmakes an annual report to the full Board and works with the Board to identify and evaluate potential successors to the CEO and oversee the Company’s CEO development plans. The CEO also contributes to succession planning through making recommendations to the Board of potential successors and assisting the Board with evaluating such individuals.

The Company’s senior leadership team develops the Company’s strategic priorities, which are presented to and discussed with the Board each January. The strategic priorities are then discussed by the Board throughout the year, and management updates the Board periodically on its first meeting on January 31, 2017efforts with respect to these short- and met an aggregate of 5 times in 2017.long-term objectives.

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 boardBoard 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. The guidelines also set forth certain circumstances under which a director should offer to resign from the Board and provide that the Board should review the director’s availability to fulfill his or her responsibilities when the director serves on more than four other public company boards. Although the guidelines do not establish term limits for directors, the Nominating and Corporate Governance Committee will review each director’s continuing membership on the Board every year.

The guidelines prioritize the independence of the Board’s decision-making. When the position of Chairman of the Board is not held by an independent director, the independent directors are to appoint one of their own to serve as the Lead Director, whose duties and responsibilities are discussed above under “Corporate Governance and Board Matters—Board Qualifications and Leadership Structure.” Also, the guidelines provide that the Compensation Committee will consider if directors’ independence may be jeopardized by reviewing whether director compensation and perquisites exceed customary levels, whether the Company makes substantial charitable contributions to organizations with which a director is affiliated and whether the Company provides indirect compensation to a director or an organization with which the director is affiliated.

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Our board of directorsBoard 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 any of 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.

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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.

Stock Ownership Requirements for Non-Employee Directors

Cadence has always encouraged directors to have a financial stake in the Company, and the directors have generally owned shares of our common stock. On February 12, 2020, the Board of Directors adopted the Cadence Bancorporation Stock Ownership Guidelines in order to implement a formal stock ownership guideline for non-employee directors. Directors have until the later to occur of February 12, 2025 and five years from the date of such director’s election to acquire and beneficially own shares of the Company’s common stock with a value equal to at least three times the director’s annual retainer.

The minimum number of shares to be held by a director will be calculated on the first trading day of each calendar year (the “Annual Determination Date”) based on the greater of (i) the closing price of a share of the Company’s common stock on the last trading day of the immediately preceding calendar year and (ii) the average price of a share of the Company’s common stock for such calendar year. Any subsequent change in the value of the shares will not affect the amount of stock directors should hold during that year. For purposes of meeting the ownership guidelines, the following categories of stock are counted: (i) shares owned directly, (ii) shares owned indirectly (e.g., by a spouse, minor children or a trust), (iii) time-vesting restricted stock and/or time-vesting restricted stock units, and (iv) unexercised stock options that are vested and in-the-money. However, unearned performance equity awards, stock options that are not vested or not in-the-money, and shares subject to hedging, monetization or pledging transactions, if any, are not counted toward meeting the guideline.

If the number of shares that a director should own is increased as a result of an increase in the amount of such director’s annual retainer, the director will have five years from the effective date of the increase to attain the increased level of ownership. If the number of shares that a director should own as of an Annual Determination Date is increased as a result of a decrease in the Company’s stock price, the director will have until the later of three years from such Annual Determination Date and the date by which such director was otherwise required to comply with the ownership guidelines to attain the increased level of ownership. If a director is not in compliance with this guideline at any Annual Determination Date, such director (y) must retain fifty percent (50%) of his or her vested full value shares of the Company’s common stock acquired through the Company’s incentive plans or other equity compensation arrangements and (z) is prohibited from selling Company common stock acquired through the exercise of stock options until he or she has come into compliance.

All of the Company’s non-employee directors currently satisfy the stock ownership guidelines, consistent with the applicable time periods the directors have to achieve the required ownership levels.

Hedging and Pledging Prohibitions

The Company has an Insider Trading and Information Policy that, among other things, prohibits all of our employees (including officers) and directors from engaging in hedging or other speculative transactions relating to shares of the Company’s stock. Prohibited transactions include short sales, derivative securities (such as put

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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 environmental, 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 2020, the Working Group engaged an ESG consultant in order to assist the Company in identifying sustainability-related priorities that align with the Company’s goals and principles. The Working Group also commenced efforts to provide disclosures pursuant to the sustainability accounting standards developed for the banking industry by the Sustainability Accounting Standards Board (SASB).

In 2019, the Company adopted its first Corporate Social Responsibility (CSR) Statement describing its “do right” efforts to provide value beyond the numbers and promote sustainable growth. The CSR Statement for 2021 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.) Highlights of the Company’s corporate social responsibility efforts to “do right” are provided below:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

DIRECTORS AND MANAGEMENT

As of March 30, 2018,12, 2021, we have 83,625,000had 124,457,864 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, 2021, 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, 2021 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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As of March 28, 2018, the following persons are beneficial owners of 5% or more of the outstanding membership units of Cadence Bancorp, LLC:-32-

As of March 28, 2018, Messrs. Murphy, Steel, Harrison, Stuart, Tortorici, Fredericks, Holmes, Powell and Schultz and Ms. Toalson, the directors and executive officers of the Company, are beneficial owners of membership units of Cadence Bancorp, LLC in the following amounts:

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis reviews the objectives and elements of the Company’s executive compensation program and discusses the 2020 compensation earned by our “named executive officers” or “NEOs,” as well as explains the compensation decisions that our Compensation Committee made in 2020 and early 2021 for our named executive officers. Our named executive officers for the fiscal year ended December 31, 2020 are:

Executive Summary

2020 Business Overview

During 2020, the global economy experienced a downturn related to the impacts of the COVID-19 global pandemic. Such impacts included significant volatility in the global stock markets, a 150-basis-point reduction in the target federal funds rate, the enactment of the CARES Act, including the Paycheck Protection Program (“PPP”) administered by the Small Business Administration, and a variety of rulings from the federal banking regulators. We continue to actively monitor developments related to COVID-19 and its impact to our business, customers, employees, counterparties, vendors and service providers. During the past year, we have taken several actions to offer various forms of support to our customers, employees and communities that have been impacted by the COVID-19 pandemic. We have actively worked with customers impacted by the economic downturn, offering payment deferrals and other loan modifications.

Our deposit franchise improved materially in 2020, as we lowered deposit costs and increased our percentage of noninterest bearing deposits. In addition, our hedging activities protected us from sharp declines in interest rates during 2020. The accelerated recognition of revenue during the fourth quarter of 2020 related to the unwinding of a hedge produced a significant increase in capital, enabling us to increase our dividend in the fourth quarter of 2020 from $0.075 per share to $0.15 per share, retire maturing and callable debt in 2021, and re-activate our share repurchase program in the first quarter of 2021, which had been suspended during 2020. As many businesses recover and our portfolios continue to de-risk, we are seeing broad-based improvement in credit migration.

While there clearly remains uncertainty in the broader environment, we are encouraged by our performance and the opportunities to further leverage our excess capital and liquidity in 2021. Other selected financial highlights for 2020 include:

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Consideration of Prior Stockholder Advisory Votes on Executive Compensation

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 stockholder 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 the say-on-pay vote in May 2019 and the stockholders approved the Company’s recommendation to hold annual say-on-pay votes in order to ensure stockholder feedback on compensation programs is regularly taken into account.

In May 2020, approximately 76% of votes cast on the say-on-pay proposal were for approval of our named executive compensation. Although the say-on-pay vote is advisory and non-binding, the Compensation Committee considers the outcome of the vote as part of its executive compensation planning process. To this end, members of the Compensation Committee and senior management reached out to several of our largest stockholders to solicit their feedback on the Company’s executive compensation program. Additionally, the Company engaged a third-party consultant that contacted stockholders representing approximately two-thirds of the votes against or abstained from the say-on-pay advisory vote in May 2020. While some stockholders expressed concern about the one-time equity award granted to our NEOs in 2019, which was primarily designed as a final action to address historical compensation levels, which were near the 25^th percentile of our peers at such time, our stockholders are highly supportive of our overall program design and its significant emphasis on performance-based pay. One-time equity awards are not a regular practice and the Compensation Committee did not approve such awards during 2020. The Company highly values input from its stockholders and the Compensation Committee sought to incorporate this feedback when making compensation decisions going forward and structuring the various incentive compensation programs for 2021.

2020 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

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competitive environment and to align our named executive officers’ interests with those of our stockholders. The executive compensation program for 2020 was based on a foundation of good governance and market-best practices (see “Compensation Design and Governance Practices”below). These practices, 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 & Partners, LLC (“Pearl Meyer”), the Compensation Committee made the following decisions pertaining to the executive compensation program for 2020:

The long-term incentive awards granted in 2020 were comprised of time-based RSUs and a performance-based cash award, which cash award was substituted for performance-based RSUs in order to prevent dilution due to the Company’s low stock price at the time of grant. Going forward, the Compensation Committee intends to return to its normal practice of granting long-term incentive awards that consist of time-based and performance-based RSUs.

CEO Pay At-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 RSUs 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 vests 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’s pay-for-performance design.

Compensation Design and Governance Practices

Our executive compensation program is designed 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:

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 2020 executive officer compensation program, as well as the key features of each component, are included in the table below:

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Our executive compensation structure is heavily weighted toward performance-based variable pay. The following summarygraphs reflect the mix of fixed and variable pay for our CEO and other NEOs in 2020. As the graphs below illustrate, our executive pay is heavily weighted toward components that are tied to the value of our common stock and Company performance.

Process for Determining Executive Officer Compensation

Role of the Compensation Committee

The Compensation Committee is responsible for administering our executive compensation table sets forthprogram 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, duringincluding salary, cash and equity incentives, benefits and other compensation, of the fiscal years ended December 31, 2017Chief Executive Officer and December 31, 2016all 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.

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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 2020, 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 2020.

Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services 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. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules. Pearl Meyer attends meetings of the Compensation Committee as requested and also communicates with the Compensation Committee outside of meetings.

Role of Peer Market Data

The Compensation Committee considers several factors when determining executive compensation, including peer market data. In February 2020, Pearl Meyer provided the Committee with data on market compensation levels for similarly-sized banks based on a peer group and survey data. 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 when the group was selected in February 2020.

While the Compensation Committee referenced the peer market data when evaluating compensation, it is not the only element considered. The Committee also uses Company and individual performance in determining the appropriate compensation opportunities for our two other most highly compensatednamed executive officers, who were servingand actual compensation may be higher or lower than the compensation for executives in similar positions at comparable companies based on the performance, skills, experience and specific role of the executive officer in the organization.

In November 2020, Pearl Meyer recommended revisions to the peer group for 2021 due to the increase in the Company’s size as a result of the merger and organic growth. Such changes included adding Ameris Bancorp, Independent Bank Group, Inc., Trustmark, First Financial Bancorp (Ohio), Great Western Bancorp, Inc., Hilltop Holdings Inc., Heartland Bancorp, and Banner Corporation, and removing Webster Financial Corporation, PacWest Bancorp, Western Alliance Bancorporation, Hope Bancorp, Inc. and Umpqua Holdings Corporation.

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The revised peer group was used by the Compensation Committee when determining executive compensation for 2021.

Our 2020 Executive Compensation Program

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 December 31, 2017.performance and in compliance with regulatory standards. The Compensation Committee receives market comparisons from its compensation consultant and considers the executive officer’s responsibilities, tenure and the amount of other elements of compensation. Based on the review conducted in early 2019, the Compensation Committee increased the base salaries of each of the named executive officers in order to better align compensation with the median of the market. In February 2020, the Compensation Committee determined that it was appropriate not to increase the base salary of any of the named executive officers for 2020. Paul B. Murphy, Jr.’s base salary remained at $850,000, Valerie C. Toalson’s base salary remained at $450,000, Samuel M. Tortorici’s base salary remained at $550,000 and R. H. “Hank” Holmes, IV’s base salary remained at $500,000. The Board designated Edward H. Braddock as an executive officer of the Company in November 2020, and his base salary remained at $315,000.

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 referuse this component to these officersfocus 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 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 our “nameda percentage of the named executive officers.”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: