Executive pay, board elections and 2025 results at Hilltop (NYSE: HTH)
Rhea-AI Filing Summary
Hilltop Holdings is asking stockholders to elect thirteen directors, approve on a non-binding basis its executive compensation, and ratify PricewaterhouseCoopers LLP as independent auditor at the 2026 annual meeting on July 23, 2026, held virtually for stockholders of record on April 27, 2026.
The proxy describes an unclassified board with a lead independent director, majority independence, and active audit, compensation, risk and other committees. New independent directors Dana Bober and Stephen Haworth joined in 2026, restoring NYSE majority-independence after 2025 resignations.
For 2025, Hilltop reported net income of $166 million, a 1.10% return on average assets and 7.60% return on average equity on $15.8 billion of year‑end assets. The company returned $229 million to stockholders through dividends and repurchases, including $184 million of buybacks, and redeemed $200 million of higher‑coupon debt while maintaining a 19.70% Common Equity Tier 1 capital ratio.
Named executive officer pay is heavily performance‑based, with base salaries unchanged for 2025 and more than 80% of the CEO’s target compensation variable. Annual incentives depend primarily on net income and strategic goals, and long‑term incentives are split between performance‑based and time‑based restricted stock units tied to three‑year EPS and relative total shareholder return. Following a 42% 2025 say‑on‑pay approval, the board expanded stockholder outreach, enhanced proxy disclosure, and the CEO elected to forgo his 2025 cash bonus.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
Say-on-Pay financial
Performance-Based Restricted Stock Units financial
Return on Average Assets financial
Common Equity Tier 1 Capital Ratio financial
Incentive Compensation Clawback Policy regulatory
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Jeremy B. Ford | ||
| William B. Furr | ||
| M. Bradley Winges | ||
| Stephen Thompson | ||
| Corey G. Prestidge |
- Election of thirteen directors to serve until the 2027 annual meeting
- Advisory vote to approve executive compensation
- Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026
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UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
Proxy Statement Pursuant to Section 14(a) of | ||
the Securities Exchange Act of 1934 (Amendment No. ) | ||
Filed by the Registrant ☒ | ||
Filed by a Party other than the Registrant ☐ | ||
Check the appropriate box: | ||
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material under §240.14a-12 | |
(Name of Registrant as Specified In Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
Payment of Filing Fee (Check all boxes that apply): | ||
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☐ | Fee paid previously with preliminary materials. | |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. | |
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NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT
| WHEN |
| WHERE |
| RECORD DATE |
Thursday, July 23, 2026, | Virtual meeting via live webcast, accessible at: www.virtualshareholdermeeting.com/HTH2026 | Stockholders of record at the close of business on April 27, 2026 |
ITEMS OF BUSINESS
PROPOSAL | BOARD’S | SEE PAGE | |
1 | Elect thirteen directors to serve on our Board of Directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified; |
| 2 |
2 | Conduct a non-binding advisory vote to approve executive compensation; |
| 77 |
3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; and |
| 78 |
4 | Transact any other business that may properly come before the meeting and any adjournments or postponements of the meeting. |
Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials, including this proxy statement and our annual report for the year ended December 31, 2025, over the Internet. As a result, we are providing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The notice contains instructions on how to access those proxy materials over the Internet, as well as instructions on how to request a paper copy of our proxy materials. All stockholders who are not sent a notice will be sent a paper copy of our proxy materials by mail. This electronic distribution process reduces the environmental impact and lowers the costs of printing and distributing our proxy materials.
Your vote is very important. Please read the Proxy Statement and voting instructions on the enclosed proxy card. Then, whether or not you plan to attend the Annual Meeting virtually, and no matter how many shares you own, please vote by Internet, telephone or by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States. Please see “Additional Information – How can I virtually attend the Annual Meeting?” for information on how to obtain directions to be able to attend the meeting and vote virtually.
By Order of the Board of Directors,
Corey G. Prestidge April 30, 2026 Dallas, Texas 75205 | | THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD, AS APPLICABLE, THE NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2025 WILL BE PROVIDED TO STOCKHOLDERS OF RECORD ON OR ABOUT MAY 29, 2026. |
TABLE OF CONTENTS
Page | |
GENERAL INFORMATION | 1 |
PROPOSAL ONE — ELECTION OF DIRECTORS | 2 |
General | 2 |
Nominees for Election as Directors | 3 |
Director Independence | 8 |
Meeting Attendance | 9 |
Vote Necessary to Elect Directors | 9 |
Director Compensation | 10 |
Board Committees | 13 |
Corporate Governance | 16 |
Director Nomination Procedures | 20 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
Principal Stockholders | 24 |
Security Ownership of Management | 25 |
EXECUTIVE COMPENSATION | 27 |
Executive Officers | 27 |
Compensation Discussion and Analysis | 29 |
Executive Summary | 30 |
Compensation Program Philosophy and Objectives | 38 |
Governance Highlights | 39 |
Role of Stockholder Say-On-Pay Votes And Stockholder Engagement | 39 |
Elements of our Executive Compensation Program | 41 |
Severance and Other Post-Termination Arrangements | 48 |
Executive Compensation Process | 51 |
Executive Compensation Programs and Policies | 54 |
Compensation Committee Report | 55 |
NEO Compensation | 56 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 59 |
Potential Payments Upon Termination or Change-in-Control | 63 |
Pay Versus Performance | 68 |
CEO Pay Ratio | 72 |
Equity Award Timing | 72 |
Compensation Committee Interlocks and Insider Participation | 72 |
Delinquent Section 16(a) Reports | 73 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 74 |
PROPOSAL TWO — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 77 |
Vote Necessary to Approve, on a Non-Binding Advisory Basis, Executive Compensation | 77 |
PROPOSAL THREE — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 78 |
Vote Necessary to Ratify the Appointment | 78 |
Report of the Audit Committee | 78 |
Independent Auditor’s Fees | 79 |
STOCKHOLDER PROPOSALS FOR 2027 | 81 |
OTHER MATTERS | 81 |
MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS | 82 |
ANNUAL REPORT | 82 |
ADDITIONAL INFORMATION | 82 |
ANNEX A | A-1 |
This Proxy Statement includes forward-looking statements. These statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect the Company’s future results and financial condition, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent reports filed with the SEC.
Table of Contents
GENERAL INFORMATION
The Notice of Internet Availability of Proxy Materials, or this Proxy Statement and the accompanying proxy card, as applicable, the Notice of 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and the Annual Report for the year ended December 31, 2025 will be provided on or about May 29, 2026 to stockholders of record as of the close of business on April 27, 2026, the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting.
The Board of Directors recommends that you vote your shares:
| ● | FOR each of our director candidates; |
| ● | FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and |
| ● | FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026. |
Unless the context otherwise indicates, all references in this Proxy Statement to the “Company,” “we,” “us,” “our” or “ours” or similar words are to Hilltop Holdings Inc. and its direct and indirect wholly owned subsidiaries, references to “Hilltop” refer solely to Hilltop Holdings Inc., references to “PlainsCapital” refer to PlainsCapital Corporation (a wholly owned subsidiary of Hilltop), references to “Securities Holdings” refer to Hilltop Securities Holdings LLC (a wholly owned subsidiary of Hilltop), references to “Hilltop Securities” refer to Hilltop Securities Inc. (a wholly owned subsidiary of Securities Holdings), references to the “Bank” refer to PlainsCapital Bank (a wholly owned subsidiary of PlainsCapital), references to “First Southwest” refer to First Southwest Holdings, LLC (a wholly owned subsidiary of Securities Holdings) and its subsidiaries as a whole, and references to “PrimeLending” refer to PrimeLending, a PlainsCapital Company (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole.
HILLTOP HOLDINGS 2026 Proxy Statement | 1 |
Table of Contents
PROPOSAL ONE —
ELECTION OF DIRECTORS
General
At the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has nominated the director candidates named under “— Nominees for Election as Directors” below.
Our Board of Directors oversees our management on your behalf. The Board of Directors reviews our long-term strategic plans and exercises direct decision-making authority on key issues, such as the approval of business combination transactions, the authorization of dividends, the selection of the Chief Executive Officer, setting the scope of executives’ authority to manage our day-to-day operations and the evaluation of executives’ performance.
Our Board of Directors is not classified; thus, all of our directors are elected annually. As previously announced, Ms. Charlotte Jones resigned from the Board of Directors on April 19, 2025, and Mr. Gerald J. Ford was appointed Chairman Emeritus and Mr. Jeremy Ford was appointed Chairman of the Board on April 24, 2025. On April 29, 2025, Mr. J. Markham Green elected not to stand for re-election at the 2025 Annual Meeting and then, on July 8, 2025, Mr. Gerald J. Ford resigned as Chairman Emeritus. Additionally, on August 27, 2025, Messrs. Tracy A. Bolt and A. Haag Sherman resigned from the Board of Directors. On April 23, 2026, at the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors appointed Ms. Dana Bober and Mr. Stephen Haworth to the Board of Directors.
The Nominating and Corporate Governance Committee has recommended, and our Board of Directors has nominated, a total of thirteen nominees for election at the Annual Meeting, including the eleven persons currently serving as directors whose terms are expiring at the Annual Meeting and two nominees appointed to our Board on April 23, 2026. The Board of Directors also waived the age limit for Messrs. Bobbitt and W. Robert Nichols, III in connection with their nomination for re-election.
As Chairman Emeritus until his resignation on July 8, 2025, Mr. Gerald J. Ford was invited to attend and participate at meetings of the Board of Directors of Hilltop but was not entitled to vote on matters brought before the Board of Directors. The Chairman Emeritus was not counted for the purpose of determining whether a quorum of the Board of Directors was present and did not have any of the responsibilities or liabilities of a director, or any of a director’s rights, powers or privileges. The Chairman Emeritus, however, remained subject to Hilltop’s policies applicable to directors.
If elected, each of the persons nominated for election as a director has agreed to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. If a nominee becomes unwilling or unable to serve as a director for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. Biographical information on each of our nominees is given below.
2 | HILLTOP HOLDINGS 2026 Proxy Statement |
Table of Contents
PROPOSAL ONE — ELECTION OF DIRECTORS
Nominees for Election as Directors
Rhodes R. Bobbitt |
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AGE: 80 COMMITTEES ● Investment (Chairman) | | | CAREER HIGHLIGHTS ● Mr. Bobbitt is currently retired CREDIT SUISSE FIRST BOSTON/DONALDSON LUFKIN & JENRETTE ● Managing Director & Regional Office Manager of the Private Client Service Group (1987-2004) GOLDMAN SACHS & COMPANY ● Vice President of Security Sales, Dallas office (1969-1987) | | | OTHER EXPERIENCE ● Former Director of First Acceptance Corporation SKILLS AND QUALIFICATIONS ● Mr. Bobbitt has an extensive investment background, which is particularly important given the investment portfolios at our subsidiaries | |||||
Dana Bober |
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AGE: 56 COMMITTEES ● Audit | | | CAREER HIGHLIGHTS ERNST & YOUNG LLP ● Partner and Americas Practice Leader, Financial Accounting Advisory Services (2017-June 2025) ● Partner, Financial Services (2004-2017) ● Client Serving, Staff to Senior Manager (1992-2004) | | | OTHER EXPERIENCE ● Board, Executive Committee, and Treasurer of Girl Rising ● Former member of C200 ● Former member of Women’s Bond Club SKILLS AND QUALIFICATIONS ● Ms. Bober has 30 years of experience in audit and related services including strategic planning, financial management and corporate governance with a focus on investment banks, asset managers, hedge funds and other diversified financial institutions. | |||||
J. Taylor Crandall |
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AGE: 72 COMMITTEES ● Executive ● Risk ● Nominating and Corporate Governance | | | CAREER HIGHLIGHTS OAK HILL CAPITAL MANAGEMENT, LLC ● Currently serves as Chairman Emeritus of Oak Hill Capital Management, a New York-based private equity firm ● Founding Managing Partner and has served with the firm since 1986 KEYSTONE, INC. ● Chief Operating Officer for the primary investment vehicle for Robert M. Bass FIRST NATIONAL BANK OF BOSTON ● Vice President | | | OTHER EXPERIENCE ● Director of Intermedia.net, Inc., Wave Division Holdings, LLC, Omada International, Pulsant Limited, Berlin Packaging LLC and Powdr Foundation ● Secretary-Treasurer of the Anne T. and Robert M. Bass Foundation ● Trustee of the Lucile Packard Foundation for Children’s Health ● Board trustee of The Park City Foundation and the U.S. Ski and Snowboard Team Foundation SKILLS AND QUALIFICATIONS ● Mr. Crandall has significant experience in finance and management and board governance, including his experience serving on the boards of directors of public and private companies | |||||
HILLTOP HOLDINGS 2026 Proxy Statement | 3 |
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PROPOSAL ONE — ELECTION OF DIRECTORS
Hill A. Feinberg |
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AGE: 79 | | | CAREER HIGHLIGHTS HILLTOP SECURITIES ● Has served as Chairman Emeritus since 2019 ● Chairman and Chief Executive Officer (1991-2019) BEAR STERNS & CO ● Former Senior Managing Director | | | OTHER EXPERIENCE ● Former Director of PlainsCapital, Compass Bancshares, Inc. and Texas Regional Bancshares, Inc. ● Former Advisory Director of Hall Phoenix Energy, LLC ● Former Non-Executive Chairman and Director of General Cryogenics, Inc. ● Past Chairman of the Municipal Securities Rulemaking Board ● Mr. Feinberg was a member of the board of directors of Energy XXI (Bermuda) Limited, a public company that filed bankruptcy in 2016
SKILLS AND QUALIFICATIONS ● Mr. Feinberg has extensive knowledge and experience concerning the broker-dealer segment and the industry in which it operates through his extended period of service to First Southwest and Hilltop Securities | |
Jeremy B. Ford |
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AGE: 51 COMMITTEES ● Executive (Chairman) | | | CAREER HIGHLIGHTS HILLTOP HOLDINGS INC. ● Chairman of the Board since April 2025 ● Currently serves as President and Chief Executive Officer since April 1, 2019 ● Chief Executive Officer of PlainsCapital Bank effective May 1, 2024 FORD FINANCIAL FUND, L.P. ● Principal (2008-2010) DIAMOND A-FORD CORPORATION ● Vice President (2004-2008) | | | OTHER EXPERIENCE ● Chairman and Director of First Acceptance Corporation SKILLS AND QUALIFICATIONS ● Mr. Jeremy B. Ford has worked in the financial services industry for over 25 years, primarily focused on operating and acquiring depository institutions and financial services companies ● Mr. Jeremy B. Ford has extensive executive officer experience and knowledge of our operations ● Additionally, he has been actively involved in numerous acquisitions, including those consummated by Hilltop | |
4 | HILLTOP HOLDINGS 2026 Proxy Statement |
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PROPOSAL ONE — ELECTION OF DIRECTORS
Stephen Haworth |
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AGE: 64 COMMITTEES ● Audit ● Compensation | | | CAREER HIGHLIGHTS FLEXPOINT FORD LLC ● Vice Chairman (2025 – Present) ● Chief Financial Officer (2005 – 2025) ERNST & YOUNG LLP ● Partner (1985-2005) | | | OTHER EXPERIENCE ● Certified Public Accountant SKILLS AND QUALIFICATIONS ● Mr. Haworth has extensive audit and tax experience. He also has 20 years of experience as a Chief Financial Officer in private equity funds that focus on investing in buyouts, growth capital, turnaround, middle market and equity transactions. | |
Lee Lewis |
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AGE: 74 COMMITTEES ● Investment | | | CAREER HIGHLIGHTS LEE LEWIS CONSTRUCTION, INC. ● Founder and Chief Executive Officer (1976-present) of Lee Lewis Construction, a construction firm based in Lubbock, Texas | | | OTHER EXPERIENCE ● Former Director of PlainsCapital ● Member of the American General Contractors Association, West Texas Chapter, Chancellors Council for the Texas Tech University System, and Red Raider Club
SKILLS AND QUALIFICATIONS ● Through his service on our Board of Directors and former service on PlainsCapital’s Board of Directors, Mr. Lewis has many years of knowledge of PlainsCapital and the challenges and opportunities that the Company is presented ● The background of Mr. Lewis as an owner and chief executive officer of a Texas-based company also provides unique insight to the Board of Directors | |
Thomas C. Nichols |
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AGE: 78 COMMITTEES ● Audit (Chairman) ● Risk (Chairman) | | | CAREER HIGHLIGHTS CARLILE HOLDINGS, INC. ● Owner and Chief Executive Officer of family investment office since 2017 CARLILE BANCSHARES, INC. ● Served as Chairman and Chief Executive Officer (2008-2017) FDIC ● Former Bank Examiner | | | OTHER EXPERIENCE ● Former Director of Independent Bancshares, Inc. ● Mr. Nichols has acquired, merged and sold banking organizations and other financial services companies for over 30 years SKILLS AND QUALIFICATIONS ● Mr. Thomas C. Nichols has significant experience in managing and leading banking and other financial services enterprises, including merger and acquisition activities, which provides our Board of Directors with additional perspectives on our operations | |
HILLTOP HOLDINGS 2026 Proxy Statement | 5 |
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PROPOSAL ONE — ELECTION OF DIRECTORS
W. Robert Nichols, III |
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AGE: 81 COMMITTEES ● Nominating and Corporate Governance (Chairman) ● Compensation (Chairman) | | | CAREER HIGHLIGHTS CONLEY LOTT NICHOLS ● President of Conley Lott Nichols, a dealer for several manufacturers of construction machinery RUSTY’S OILFIELD SERVICES COMPANY ● Served as Chairman and President until January 2020 | | OTHER EXPERIENCE ● Mr. W. Robert Nichols, III has been a leader in the construction machinery business since 1966 ● He has served on numerous bank and bank holding company boards, including United New Mexico Bancorp and Ford Bank Group ● Mr. W. Robert Nichols, III is active in civic and charitable activities, serving as an active director at M.D. Anderson Hospital, The Nature Conservancy of Texas and Mercy Street SKILLS AND QUALIFICATIONS ● Mr. W. Robert Nichols III has broad experience in managing and leading enterprises ● This significant experience provides our Board of Directors with additional perspectives on our operations | ||
Kenneth D. Russell |
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AGE: 77 COMMITTEES ● Risk | | | CAREER HIGHLIGHTS FIRST ACCEPTANCE CORPORATION ● Chief Executive Officer (2022-Present) ● Special Advisor (2021-2022) ● Chief Executive Officer (2019-2021) ● Interim President and Chief Executive Officer (2016-2019) MECHANICS BANK ● Chief Executive Officer (2015-2016) FORD FINANCIAL FUND II, L.P. ● Principal (2012-2016) FORD FINANCIAL FUND, L.P. ● Advisor (2010-2012) KPMG ● Rose from a staff accountant in the U.S. division to become a member of KPMG Germany’s managing Board of Directors ● During 20 years in KPMG LLP’s Dallas office, he led the engagement efforts with the firm’s regional banking, thrift and other financial services clients ● Mr. Russell joined KPMG’s national office in New York and led their financial services advisory unit, which supported many of the nation’s largest banks | | | OTHER EXPERIENCE ● Director of First Acceptance Corporation, Mechanics Bancorp and Mechanics Bank ● He joined the Managing Board for KPMG in Germany, where he served as the global lead partner in the firm’s relationship with Deutsche Bank ● Lead a new Partner Mentoring Program for KPMG’s offices throughout Europe, working to help young professionals become category and practice leaders SKILLS AND QUALIFICATIONS ● Mr. Russell’s extensive background in accounting and operating entities provides valuable insight to our Board of Directors ● Experience managing and consulting on banking operations in over 50 countries | |
6 | HILLTOP HOLDINGS 2026 Proxy Statement |
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PROPOSAL ONE — ELECTION OF DIRECTORS
Jonathan S. Sobel |
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AGE: 59 COMMITTEES ● Investment | | | CAREER HIGHLIGHTS HILLTOP SECURITIES INC. ● Non-executive Chairman (2019-Present) FORD MANAGEMENT II, L.P. AND FORD MANAGEMENT III, L.P. ● Partner (2012-2025) DTF HOLDINGS, LLC ● Managing Member (2008-Present) GOLDMAN SACHS & CO. (1987-2008) ● Partner and Managing Director ● Served in executive roles including Global Head of Mortgage Department, Global Head of Money Markets, head of the firm’s Global Bank Group and Chief Risk Officer for Goldman Sachs Asset Management | | | OTHER EXPERIENCE ● Current Senior Advisor to United States Secretary of Commerce ● Served as a member of Goldman Sachs’ Capital, Risk and Finance Committees ● He is a trustee of the Hospital for Special Surgery SKILLS AND QUALIFICATIONS ● Mr. Sobel has significant experience in the banking, mortgage and broker-dealer industries, as well as risk management ● He also possesses extensive knowledge regarding the Company and its operations, which makes him a valuable member of the Board of Directors | |
Robert C. Taylor, Jr. |
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AGE: 78 COMMITTEES ● Compensation ● Investment ● Nominating and Corporate Governance | | | CAREER HIGHLIGHTS UNITED SUPERMARKETS, LLC ● Currently serves on the executive team, with involvement in government relations, real estate, innovation and special projects ● Retired as Chief Executive Officer, with previous roles as Vice President of Manufacturing and Supply Chain (2009-2021) R.C. TAYLOR DISTRIBUTING, INC. ● Served as President until 2007 | | | OTHER EXPERIENCE ● Former Director of PlainsCapital Bank and United Supermarkets, LLC ● Director of Texas Tech Chancellors Advisory and Texas Tech Foundation ● Chairman of the Lubbock Downtown Tax Increment Finance Redevelopment Committee
SKILLS AND QUALIFICATIONS ● Through his service on our Board of Directors and former service on PlainsCapital’s Board of Directors, Mr. Taylor has many years of knowledge of PlainsCapital and the challenges and opportunities that it is presented ● The background of Mr. Taylor as a manager of a Texas-based company also provides unique insight to the Board of Directors | |
HILLTOP HOLDINGS 2026 Proxy Statement | 7 |
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PROPOSAL ONE — ELECTION OF DIRECTORS
Carl B. Webb |
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AGE: 76 COMMITTEES ● Executive | | | CAREER HIGHLIGHTS FORD FINANCIAL FUND II, L.P. AND FORD FINANCIAL FUND III, L.P. ● Sole Manager PACIFIC CAPITAL BANCORP ● Chief Executive Officer (2010-2012) SANTA BARBARA BANK & TRUST, N.A. ● Served as Chairman of the Board and Chief Executive Officer (2010-2012) FORD FINANCIAL FUND, L.P. ● Served as Senior Principal of private equity fund that was the parent company of SB Acquisition Company LLC, the majority stockholder of Pacific Capital Bancorp prior to its sale to UnionBanCal Corporation (2008-2012) VARIOUS FINANCIAL INSTITUTION AND BANK EXECUTIVE ROLES ● Served as President and Chief Operating Officer of Golden State Bancorp Inc. and its subsidiary, California Federal Bank, FSB ● Previously served as President and Chief Executive Officer of First Madison Bank, FSB and First Gibraltar Bank, FSB, as well as President of First National Bank at Lubbock | | | OTHER EXPERIENCE ● Executive Chairman of Mechanics Bancorp and Mechanics Bank ● Former Director of Pacific Capital Bancorp, M&F Worldwide Corp., Plum Creek Timber Company, Golden State Bancorp Inc., California Federal Bank, FSB, Prologis, Inc. and First National Bank at Lubbock SKILLS AND QUALIFICATIONS ● Mr. Webb possesses particular knowledge and experience in strategic planning and the financial industry, as well as expertise in bank management, that strengthen the Board of Directors’ collective qualifications, skills and experience | |
Director Independence
As a public company listed on the New York Stock Exchange, or NYSE, and NYSE Texas we are required to comply with the rules of the NYSE and are subject to the rules and regulations of the SEC, including the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley. NYSE Listing Rule 303A.01 requires listed companies to have a board of directors with at least a majority of independent directors. Following the resignation of Messrs. Bolt and Sherman on August 27, 2025, each of whom were independent, five of our eleven remaining directors qualified as independent and as a result, we were no longer in compliance with NYSE Listing Rule 303A.01 until April 23, 2026 when our Board of Directors appointed Ms. Bober and Mr. Haworth to serve as directors. Our Board of Directors has affirmatively determined that each of Messrs. Bobbitt, Crandall, W. Robert Nichols, III, Thomas C. Nichols and Taylor, each of whom currently serve on our Board of Directors and have been nominated for re-election as directors at the Annual Meeting, and each of Ms. Bober and Mr. Haworth, who have been nominated for election at the Annual Meeting, has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and qualify as independent under NYSE rules. In addition, the Board of Directors has affirmatively determined that (i) each member of the Audit Committee has been affirmatively determined by the Board of Directors is independent under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the additional NYSE listing standards for the purposes of Audit Committee service and (ii) that each member of the Compensation Committee is independent under Rule 10C-1 of the Exchange Act and the additional NYSE listing standards for the purposes of Compensation Committee service.
In conducting its annual review of director independence, the Board of Directors considered transactions and relationships between each director or any member of his or her immediate family and the Company.
8 | HILLTOP HOLDINGS 2026 Proxy Statement |
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PROPOSAL ONE — ELECTION OF DIRECTORS
Meeting Attendance
Our Board of Directors met nine times during 2025. No director attended fewer than 75% of the aggregate number of meetings of the Board of Directors and the committees of the Board of Directors on which he or she served, during 2025. Our Board of Directors has not adopted a formal policy with regard to director attendance at the annual meetings of stockholders. Members of the Board of Directors are expected to attend annual meetings. Eleven directors, Messrs. Bobbitt, Crandall, Feinberg, Jeremy B. Ford, Lewis, W. Robert Nichols, III, Thomas C. Nichols, Russell, Sobel, Taylor and Webb, and three former directors, Messrs. Bolt, Green and Sherman, attended the 2025 annual meeting of stockholders in person or virtually.
Vote Necessary to Elect Directors
A plurality of all the votes cast at the Annual Meeting is required to elect a director. The thirteen director candidates receiving the highest number of affirmative votes, or a plurality, will be elected as directors. For purposes of the election of directors, withheld votes and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for purposes of determining a quorum. Under applicable NYSE rules, a broker or other nominee does not have the authority to vote for the director nominees in the absence of instructions from the beneficial owner of the relevant shares. Stockholders may not cumulate votes in the election of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE |
HILLTOP HOLDINGS 2026 Proxy Statement | 9 |
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PROPOSAL ONE — ELECTION OF DIRECTORS
Director Compensation
General
Members of our Board of Directors who also are full-time employees do not receive any compensation for their service on the Board of Directors or any committee of the Board of Directors. During 2025, the Chairman of the Board of Directors and all other directors were entitled to receive the following compensation for their service on the Board of Directors:
| Annual Fee | | Annual Fee | | |
Committee | for Chairperson ($) | for Other Members ($) | | ||
Board of Directors (a) | 210,000 | 48,000 | (b) | ||
Lead Independent Director | 50,000 | — | (c) | ||
Audit Committee | 70,000 | 8,000 | | ||
Nominating and Corporate Governance Committee | 15,000 | 5,000 | | ||
Compensation Committee | 30,000 | 5,000 | | ||
Investment Committee | 30,000 | 5,000 | | ||
Risk Committee | 50,000 | 8,000 | | ||
Merger and Acquisition Committee | 15,000 | 5,000 | | ||
Executive Committee (a) | — | 5,000 | |
| (a) | Jeremy B. Ford, President and Chief Executive Officer of the Company and Chief Executive Officer of PlainsCapital Bank, is chairman of the Board of Directors and Executive Committee. Because he is a full-time employee of the Company, no fee is or was paid to him as chairman of the Board of Directors and Executive Committee. |
| (b) | See below for the award of shares of common stock to non-employee directors serving immediately prior to the 2025 Annual Meeting. |
| (c) | See below for information on compensation for Lead Independent Director of the Board of Directors. |
Members of our Board of Directors may elect to receive their aggregate Board of Directors and board committee compensation:
| ● | entirely in the form of cash; |
| ● | entirely in the form of common stock; or |
| ● | one-half in cash and one-half in common stock. |
Any elections, or changes in elections, by directors regarding the form of compensation to be received may only occur during a “trading window” and only become effective at the “trading window” immediately following such election or change in election. Cash and shares of common stock are paid and issued, respectively, on a calendar quarterly basis, with no vesting requirements. Customarily, these payments and issuances occur by the fifth day of the month following the applicable calendar quarter-end. The value of the common stock awarded is based upon the average closing price per share of our common stock for the last ten consecutive trading days of the applicable calendar quarter. In lieu of fractional shares of common stock that would otherwise be issuable to a director, we pay cash to the director based upon the value of those fractional shares at the value of the shares awarded to the director. If a director does not serve for the entire calendar quarter, that director is compensated based upon the time of service during the applicable calendar quarter.
Commencing in 2025, non-employee directors serving immediately prior to each annual meeting were eligible to receive a grant of shares of common stock for their services as a director for the prior year. In July 2025, the non-employee directors received a grant of shares of common stock valued at approximately $30,000, based upon the July 23, 2025
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closing price. In 2026, the grant of shares of common stock increased to a grant of shares of common stock valued at approximately $45,000.
Under our stock ownership policy, directors are expected to own shares with a value greater than five times their annual retainer for serving on the Board of Directors of the Company, unless they are subject to certain restrictions on receiving director fees or on receiving fees in the form of stock.
Each member of our Board of Directors is reimbursed for out-of-pocket expenses associated with his or her service on, and attendance at, Board of Directors or board committee meetings. Other than as described above, members of our Board of Directors receive no additional compensation for their service on the Board of Directors or board committees.
Compensation of Our Chairman of the Board
Gerald J. Ford, the former non-executive Chairman of the Board of Directors until his transition to Chairman Emeritus on April 24, 2025, provided us with significant value given his experience in the financial services industry, including mergers and acquisitions, capital and liquidity management and other operating matters, such as key personnel hires. In addition to the fees paid to our former non-executive Chairman of the Board of Directors described above, we also granted the former non-executive Chairman of the Board of Directors a restricted stock unit, or RSU, award representing 30,000 shares each year. This RSU award cliff vests on the third anniversary of the date of grant. The RSU award agreement also provides for pro rata vesting upon termination without cause, death or disability. Commencing in 2019, all equity award agreements, including the RSU awards granted to the former non-executive Chairman of the Board of Directors, contain “double trigger” provisions, which require termination without cause within the six months preceding or the twelve months following a change in control in order for the equity awards to vest in connection with a change in control. Mr. Gerald J. Ford served as Chairman Emeritus to the Board of Directors of the Company until his resignation on July 8, 2025. As a result, all unvested RSUs awarded to Mr. Gerald J. Ford were forfeited upon his resignation.
Jeremy B. Ford was appointed Chairman of the Board of Directors effective April 24, 2025. As a member of management, he will not receive additional compensation for assuming the role of Chairman of the Board of Directors.
Compensation of Our Lead Independent Director
Mr. Bolt was appointed lead independent director on April 24, 2025 and served in such role until his resignation from the Board of Director on August 27, 2025. On August 29, 2025, Mr. Crandall was appointed lead independent director of the Board of Directors.
Political Action Committee Matching Program
The Hilltop Holdings Inc. PAC, or the PAC, is a separate segregated fund that was formed to make political contributions. To encourage participation in the PAC by eligible participants, for each contribution made to the PAC by an eligible individual contributor, Hilltop makes a matching contribution to any Section 501(c)(3) organization of the contributor’s choice, dollar for dollar, up to the maximum amount an eligible individual can contribute to the PAC in a given calendar year. Under this program, no contributor to the PAC receives any financial, tax or other tangible benefit or premium from either the recipient charities or us. This program is completely voluntary.
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2025 Director Compensation
Director Compensation Table for 2025
| Fees Earned or | | Stock | | All Other | | ||
Paid in Cash | Awards | Compensation | Total | |||||
Name | ($)(a) | ($)(a)(b) | ($) | ($) | ||||
Rhodes R. Bobbitt |
| 88,000 |
| 30,012 |
| — | 118,012 | |
Tracy A. Bolt (c) |
| 32 |
| 133,210 |
| — | 133,242 | |
J. Taylor Crandall (d) | 92,117 |
| 30,012 |
| — | 122,128 | ||
Hill A. Feinberg | — |
| — |
| — | — | ||
Gerald J. Ford (e) |
| 48 |
| 1,036,278 | (f) | — | 1,036,326 | |
Jeremy B. Ford |
| — |
| — |
| — | — | |
J. Markham Green (g) |
| 39,000 |
| 30,012 |
| — | 69,012 | |
Charlotte Jones (h) |
| 8,812 |
| 8,716 |
| — | 17,527 | |
Lee Lewis |
| 53,000 |
| 30,012 |
| — | 83,012 | |
W. Robert Nichols, III |
| 84,209 |
| 30,012 |
| — | 114,221 | |
Thomas C. Nichols |
| 126,777 |
| 30,012 |
| — | 156,789 | |
Kenneth D. Russell |
| 56,000 |
| 30,012 |
| — | 86,012 | |
A. Haag Sherman (c) | 59,842 | 30,012 | — | 89,854 | ||||
Jonathan S. Sobel |
| 26,590 |
| 56,421 |
| — | 83,012 | |
Robert C. Taylor, Jr. |
| 30,790 |
| 60,619 |
| — | 91,408 | |
Carl B. Webb |
| 52 |
| 82,960 |
| — | 83,012 |
| (a) | Fees earned for services performed in 2025 include annual retainers and chairperson remuneration. Aggregate fees paid to non-employee directors for annual retainers and committee chairmanships were paid quarterly. Cash was paid in lieu of the issuance of fractional shares. Service for any partial quarter is calculated and paid on the basis of time served during the applicable calendar quarter. Non-employee directors are solely responsible for the payment of taxes payable on remuneration paid by the Company. The number of shares awarded was determined based upon the average closing price per share of our common stock for the last ten consecutive trading days of the calendar quarter during which the stock was earned, and the dollar value reported in the table represents the aggregate dollar amount of cash fees forgone. |
| (b) | Non-employee directors serving immediately prior to the 2025 Annual Meeting also received a grant of 957 shares of common stock ($30,000) for their services as a director for the prior twelve months. |
| (c) | Messrs. Bolt and Sherman resigned from the Board of Directors on August 27, 2025. Mr. Bolt served as lead independent director from April 24, 2025 until his resignation from the Board of Directors on August 27, 2025. |
| (d) | Mr. Crandall was appointed lead independent director on August 29, 2025. |
| (e) | Mr. Gerald J. Ford was appointed Chairman Emeritus effective April 24, 2025 until his resignation as Chairman Emeritus on July 8, 2025. |
| (f) | Director fees paid in stock of $67,878 and the grant date fair value of $968,400 of an equity award calculated in accordance with the provisions of the Stock Compensation Topic 718 of the Accounting Standards Codification, or ASC. Such award represented a time-based RSU that was to cliff vest upon the earlier of February 5, 2028 and a change of control but were subsequently forfeited. |
| (g) | Mr. Green elected not to stand for re-election at the 2025 Annual Meeting of Stockholders; accordingly, Mr. Green was no longer on the Board or its committees following the Annual Meeting on July 24, 2025. |
| (h) | Ms. Jones resigned from the Board of Directors on April 19, 2025. |
As described above, stock awards were issued to each non-employee director who elected to receive all or part of his or her director compensation in the form of our common stock generally within five days following each applicable calendar quarter-end. Commencing in 2025, non-employee directors serving immediately prior to each annual meeting were eligible to receive a grant of shares of common stock for their services as a director for the prior year. In July 2025, the non-employee directors received a grant of shares of common stock valued at approximately $30,000. All of our
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personnel, as well as non-employee directors, are subject to trading restrictions with regard to our common stock, and trading may only occur during a “trading window.” Provided that any such party does not possess material, non-public information about us, this trading period generally commences on the next trading day following two trading days after the public release of quarterly or annual financial information and continues until the close of business on the 10th calendar day of the last month of a fiscal quarter.
The following numbers of shares of our common stock were issued to our directors as director fees for services performed during 2025:
| Number of | |
Name | Shares | |
Rhodes R. Bobbitt |
| 957 |
Tracy A. Bolt |
| 4,228 |
J. Taylor Crandall | 957 | |
Gerald J. Ford | 2,222 | |
J. Markham Green | 957 | |
Charlotte Jones | 285 | |
Lee Lewis |
| 957 |
W. Robert Nichols, III | 957 | |
Thomas C. Nichols | 957 | |
Kenneth D. Russell | 957 | |
A. Haag Sherman | 957 | |
Jonathan S. Sobel | 1,778 | |
Robert C. Taylor, Jr. | 1,905 | |
Carl B. Webb | 2,603 |
For further information about the stockholdings of these directors and our management, see “Security Ownership of Certain Beneficial Owners and Management” commencing on page 24 of this Proxy Statement.
Board Committees
General
The Board of Directors has established committees to assist it in carrying out its duties. In particular, committees work on key issues in greater detail than would be practical at a meeting of all the members of the Board of Directors. Each committee reviews the results of its deliberations with the full Board of Directors.
The standing committees of the Board of Directors currently consist of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Risk Committee, the Investment Committee and the Executive Committee. The Merger and Acquisition Committee was dissolved by the Board of Directors in January 2026. A more detailed description of these committees is set forth below. Our Board of Directors may, from time to time, establish certain other committees to facilitate the Board of Directors duties as needed. The Board of Directors has adopted a written charter for each of these committees. Current copies of the charters for each of the foregoing committees, as well as our Corporate Governance Guidelines, Code of Ethics and Business Conduct, or the General Code of Ethics and Business Conduct, and Code of Ethics for Chief Executive and Senior Financial Officers, or the Senior Officer Code of Ethics, may be found on our website at ir.hilltop.com, under the heading “Investor
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Relations — Overview — Governance Documents.” Printed versions also are available to any stockholder who requests them by contacting our corporate Secretary at the address listed within the section titled “Additional Information — Who can help answer my questions?”
Committee Membership
The following table shows the membership as of December 31, 2025(a) (b) (c) (d), as well as 2025 fiscal year meeting information for, each of the committees of the Board of Directors.
COMMITTEES | AUDIT |
|
| C | 6 | ||||||||
COMPENSATION |
|
|
| 6 | |||||||||
NOMINATING AND CORPORATE GOVERNANCE |
| C |
| 6 | |||||||||
RISK |
| C |
| 4 | |||||||||
INVESTMENT | C |
|
|
| 4 | ||||||||
MERGER AND ACQUISITION |
| C |
|
|
| 0 | |||||||
EXECUTIVE |
| C |
| 8 |
C Chairman 
Member
* | Denotes independent director. |
| (a) | Messrs. Bolt and Sherman resigned as directors effective August 27, 2025. Accordingly, they no longer served as members of any committees of the Board of Directors following that date. |
| (b) | Mr. Gerald J. Ford was appointed Chairman Emeritus effective April 24, 2025. Accordingly, he no longer served as a member of any committees of the Board of Directors following that date. Effective July 8, 2025, Mr. Gerald J. Ford resigned as Chairman Emeritus. |
| (c) | Mr. Green elected not to stand for re-election at the 2025 Annual Meeting of Stockholders; accordingly, he no longer served as a member of any committees of the Board of Directors following the Annual Meeting on July 24, 2025. |
| (d) | Ms. Jones resigned as a director effective April 19, 2025. Accordingly, she no longer served as a member of any committees of the Board of Directors following that date. |
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AUDIT |
| We have a standing Audit Committee established within the meaning of Section 3(a)(58)(A) of the Exchange Act. The Audit Committee helps our Board of Directors ensure the integrity of our financial statements, the qualifications and independence of our independent registered public accounting firm and the performance of our internal audit function and independent registered public accounting firm. In furtherance of those matters, the Audit Committee assists in the establishment and maintenance of our internal audit controls, selects, meets with and assists the independent registered public accounting firm, oversees each annual audit and quarterly review and prepares the report that federal securities laws required be included in our annual proxy statement, which appears on page 78. Our Board of Directors has reviewed the education, experience and other qualifications of each member of the Audit Committee. Based upon that review, our Board of Directors determined that each member of the Audit Committee is financially literate as required by NYSE rules and that each of Ms. Bober and Mr. Haworth qualify as an “audit committee financial expert,” as defined by the rules of the SEC. Our Board of Directors has affirmatively determined that each member of the Audit Committee is independent in accordance with Rule 10A-3 of the Exchange Act and the listing standards of the NYSE applicable to Audit Committee members. Currently, none of our Audit Committee members serve on the audit committees of three or more public companies. |
COMPENSATION COMMITTEE |
| The Compensation Committee reviews and approves the compensation and benefits of our executive officers, administers the Hilltop Holdings Inc. Annual Incentive Plan and the 2020 Equity Incentive Plan, and produces the annual report on executive compensation for inclusion in our annual proxy statement, which appears on page 55. Each member is independent in accordance with Rule 10C-1 under the Exchange Act and the listing standards of the NYSE applicable to Compensation Committee members. |
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
| The Nominating and Corporate Governance Committee’s purpose is as follows: ● Identify, screen and recommend to our Board of Directors individuals qualified to serve as members, and on committees, of the Board of Directors; ● Advise our Board of Directors with respect to the composition, procedures and committees of the Board of Directors; ● Advise our Board of Directors with respect to the corporate governance principles applicable to the Company; ● Oversee the evaluation of the Board of Directors and our management; and ● Oversee our Environmental, Social and Governance Committee and its efforts and initiatives, including the report we produce annually. Each member of the Nominating and Corporate Governance Committee is independent in accordance with the listing standards of the NYSE. |
RISK |
| The purpose of the Risk Committee is to provide assistance to the Board of Directors in its oversight of: ● The Company’s risk governance structure; |
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● The Company’s risk tolerance; ● The Company’s risk management and risk assessment guidelines and policies regarding market, credit, operational, liquidity, funding, strategic, regulatory, cybersecurity, and such other risks as necessary; ● The Company’s capital, liquidity and funding; and ● The performance of the Company’s enterprise risk function. The duties assigned to the Risk Committee are meant to ensure that there is an effective system reasonably designed to evaluate and control risk throughout the Company. | ||
INVESTMENT COMMITTEE |
| The Investment Committee is responsible for, among other things, reviewing investment policies, strategies and programs; reviewing the procedures that we utilize in determining that funds are invested in accordance with policies and limits approved by the Investment Committee; and reviewing the quality and performance of our investment portfolios and the alignment of asset duration to liabilities. |
MERGER AND ACQUISITION COMMITTEE |
| Prior to its dissolution in January 2026, the purpose of the Merger and Acquisition Committee was to review potential mergers, acquisitions or dispositions of material assets or a material portion of any business proposed by management and to report its findings and conclusions to the Board of Directors. Each member of the Merger and Acquisition Committee was independent in accordance with the listing standards of the NYSE. |
EXECUTIVE COMMITTEE |
| The Executive Committee, with certain exceptions, has the power and authority of the Board of Directors to manage the affairs of the Company between meetings of the Board of Directors. |
Corporate Governance
General
We are committed to good corporate governance practices and, as such, we have adopted formal corporate governance guidelines to maintain our effectiveness in such practices. The guidelines govern, among other things, board member qualifications, responsibilities, education and executive sessions. A copy of the corporate governance guidelines may be found at our corporate website at ir.hilltop.com under the heading “Investor Relations — Overview — Governance Documents.” A copy also may be obtained upon request from our corporate Secretary at the address listed within the section titled “Additional Information — Who can help answer my questions?”
Board Leadership Structure
While the Board of Directors does not have a policy on whether the role of the Chairman and Chief Executive Officer should be separate or combined, we believe it is best practice to appoint a lead independent director when such roles are held by one person. Our corporate governance guidelines call for the appointment of a lead independent director in the event that the Chairman of the Board of Directors is not independent. Prior to April 2025, we had separated the offices of Chief Executive Officer and Chairman of the Board of Directors as a means of separating management of the Company from our Board of Director’s oversight of management. On April 24, 2025, Mr. Jeremy B. Ford was appointed
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Chairman of the Board of Directors. As a result of Mr. Jeremy B. Ford holding both the Chairman of the Board of Directors and Chief Executive Officer, the Board of Directors appointed Mr. Tracy Bolt as lead independent director. On August 27, 2025, Mr. Bolt resigned from the Board of Directors and was succeeded by Mr. Crandall as lead independent director. The lead independent director’s duties include coordinating the activities of the independent directors, coordinating the agenda and moderating sessions of the independent directors and other non-management directors and facilitating communications between the other members of the Board of Directors.
Risk Oversight
Our Board of Directors and the Risk Committee of the Board of Directors oversee an enterprise-wide approach to risk management, including cybersecurity risks, intended to support the achievement of organizational and strategic objectives, improve long-term organizational performance, and enhance stockholder value. Our Board of Directors and the Risk Committee are actively involved in establishing and refining our business strategy, including assessing management’s appetite for risk and determining the appropriate level of overall risk for the Company. The Company conducts continual assessments through its enterprise risk function.
BOARD OF DIRECTORS AND RISK COMMITTEE While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors outside of the Risk Committee also have responsibility for risk management. | |||
AUDIT
| COMPENSATION
| NOMINATING AND
| INVESTMENT
|
● focuses on financial risk exposures, including internal controls ● from time to time, discusses and evaluates matters of risk, risk assessment and risk management with our management team | ● responsible for overseeing the management of risk associated with our compensation policies and arrangements | ● ensures that the internal processes by which we are governed are consistent with prevailing governance practices and applicable laws and regulations | ● ensures that our funds are invested in accordance with policies and limits approved by it |
Our Senior Officer Code of Ethics, General Code of Ethics and Business Conduct, committee charters and other governance documents are reviewed by the appropriate committees to confirm continued compliance, ensure that the totality of our risk management processes and procedures are appropriately comprehensive and effective and that those processes and procedures reflect established practices. | |||
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Board Performance
Our Board of Directors conducts an annual evaluation of performance with a view to improving effectiveness of the Board of Directors and its committees. In addition, the full Board of Directors reviews annually the qualifications and effectiveness of the Audit Committee and its members.
Director Qualifications for Service
The Nominating and Corporate Governance Committee considers a variety of factors when evaluating a potential candidate to fill a vacancy on the Board of Directors or when the nomination of an incumbent director for re-election is under consideration. The Nominating and Corporate Governance Committee and the Board of Directors strive to balance a diverse mix of experience, perspective, skill and background with the practical requirement that the Board of Directors will operate collegially, with the common purpose of overseeing our business on behalf of our stockholders. We believe that all of our directors possess relevant experience, and each of them approaches the business of the Board of Directors and his or her responsibilities with great seriousness of purpose. Further information, with respect to each director, his or her particular experience, qualifications, attributes and skills that qualify him or her to serve as a director, is set forth within “Proposal One — Election of Directors — Nominees for Election as Directors” beginning on page 2.
Executive Board Sessions
The current practice of our Board of Directors is to hold an executive session of its non-management directors at least once per quarter. Prior to April 24, 2025, the individual who served as the chair at these executive sessions was the former Chairman of the Board of Directors. Executive sessions of the independent directors of the Board of Directors were also held at least once per fiscal year, and at each executive session, prior to April 24, 2025, the independent directors selected from amongst themselves an independent director to preside over such executive session. As previously discussed, on April 24, 2025, the Board of Directors appointed Mr. Bolt as lead independent director. On August 29, 2025, after Mr. Bolt’s resignation as a director, the Board of Directors appointed Mr. Crandall as lead independent director. Currently, Mr. Crandall presides over the quarterly executive sessions of the Board of Directors.
Communications with Directors
Our Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member or all members of the Board of Directors, the non-management directors or any group or committee of directors by mail. To communicate with our Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual director or group or committee of directors by either name or title. The correspondence should be sent to Hilltop Holdings Inc., c/o Corporate Secretary, 6565 Hillcrest Avenue, Dallas, Texas 75205.
All communications received as set forth in the preceding paragraph will be opened by the corporate Secretary or assistant corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee(s). In the case of communications to the Board of Directors or any group or committee of directors, the corporate Secretary’s office will make sufficient copies of the
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contents to send to each director who is a member of the group or committee to whom the communication is addressed. If the amount of correspondence received through the foregoing process becomes excessive, our Board of Directors may consider approving a process for review, organization and screening of the correspondence by the corporate Secretary or other appropriate person.
Code of Business Conduct and Ethics
We have adopted a Code of Ethics for Chief Executive and Senior Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Investment Officer, and Chief Information Officer. We also have adopted a General Code of Ethics and Business Conduct applicable to all officers, directors and employees. Both codes are available on our website at ir.hilltop.com under the heading “Overview — Governance Documents.” Copies also may be obtained upon request by writing our corporate Secretary at the address listed within the section titled “Additional Information — Who can help answer my questions?”. We intend to disclose any amendments to, or waivers from, our Senior Officer Code of Ethics and our General Code of Ethics and Business Conduct at the same website address provided above.
Insider Trading Policy
Hedging and Other Prohibited Transactions
The Insider Trading Policy prohibits all employees, executive officers and directors from entering into hedging, short sale and derivative transactions and are subject to restrictions on pledging our securities. Additionally, all employees, executive officers and directors are prohibited from hedging or pledging unvested RSUs. The Trading Policy is available on our website at ir.hilltop.com under the heading “Overview — Governance Documents,” and is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Policies and Procedures for Approval of Related Party Transactions
Transactions with related persons are governed by our General Code of Ethics and Business Conduct, which applies to all officers, directors and employees. This code covers a wide range of potential activities, including, among others, conflicts of interest, self-dealing and related party transactions.
The Company also has adopted a written Related Party Transaction Policy, or the Related Party Policy, which sets forth the Company’s policies and procedures for reviewing and approving transactions with related persons – namely, our directors, executive officers, their respective immediate family members and 5% stockholders. The transactions
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covered by the Policy include any financial transaction, arrangement or relationship in which the Company is a participant, the related person has or will have a direct or indirect material interest and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.
After becoming aware of any transaction that may be subject to the Related Party Policy, the related person is required to report all relevant facts with respect to the transaction to the Chief Executive Officer or General Counsel of Hilltop. Upon determination by the Company’s legal department that a transaction requires review under the Related Party Policy, the material facts of the transaction and the related person’s interest in the transaction are provided to the Audit Committee. The transaction is then reviewed by the disinterested members of the Audit Committee, who determine whether approval of the transaction shall be granted. In reviewing a transaction, the Audit Committee considers facts and circumstances that it deems relevant to its determination, such as: management’s assessment of the commercial reasonableness of the transaction; the materiality of the related person’s direct or indirect interest in the transaction; whether the transaction may involve an actual, or the appearance of, a conflict of interest; and, if the transaction involves a director, the impact of the transaction on the director’s independence.
Certain types of transactions are pre-approved in accordance with the terms of the Related Party Policy. These include transactions in the ordinary course of business involving financial products and services provided by, or to, the Company, including loans, provided that such transactions are in compliance with Sarbanes-Oxley, Federal Reserve Board Regulation O and other applicable laws and regulations.
Stockholder Rights and Protections
The Company’s Amended and Restated Charter and Bylaws provide stockholders with important rights and protections, including:
| ● | The ability to call a special meeting by stockholders holding at least 15% of the outstanding shares of our common stock, subject to a one-year ownership requirement and certain other requirements. |
| ● | No “poison pill” in effect. |
| ● | No super-majority vote requirements in our Amended and Restated Charter or By-laws (other than for an action by written consent). |
The Company’s Amended and Restated Charter and By-laws are available as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with SEC.
Director Nomination Procedures
The Nominating and Corporate Governance Committee believes that, at a minimum, candidates for membership on the Board of Directors should have a demonstrated ability to make a meaningful contribution to the Board of Directors’ oversight of our business and affairs and have a record and reputation for honest and ethical conduct. The Nominating and Corporate Governance Committee recommends director nominees to the Board of Directors based on, among other things, its evaluation of a candidate’s experience, knowledge, skills, expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment and a willingness to devote adequate time and effort to board responsibilities. In making its recommendations to the Board of Directors, the Nominating and Corporate Governance Committee also seeks to have the Board of Directors nominate candidates who have diverse backgrounds and areas of expertise so that each member can offer a unique and valuable perspective.
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The Nominating and Corporate Governance Committee expects, in the future, to identify potential nominees by asking current directors and executive officers to notify the committee if they become aware of persons who meet the criteria described above. The Nominating and Corporate Governance Committee also, from time to time, may engage firms, at our expense, which specialize in identifying director candidates. As described below, the Nominating and Corporate Governance Committee also will consider candidates recommended by stockholders.
Once a person has been identified by the Nominating and Corporate Governance Committee as a potential candidate, the committee expects to collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating and Corporate Governance Committee determines that the candidate warrants further consideration, and if the person expresses a willingness to be considered and to serve on the Board of Directors, the Nominating and Corporate Governance Committee expects to request information from the candidate, review the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and conduct one or more interviews with the candidate. In certain instances, members of the Nominating and Corporate Governance Committee may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments.
In addition to formally nominating individuals for election as directors in accordance with our Amended and Restated Bylaws, as summarized below on page 81 under “Stockholder Proposals for 2027,” stockholders may send written recommendations of potential director candidates to the Nominating and Corporate Governance Committee for its consideration. Such recommendations should be submitted to the Nominating and Corporate Governance Committee “c/o Corporate Secretary” at Hilltop Holdings Inc., 6565 Hillcrest Avenue, Dallas, Texas 75205. Director recommendations submitted by stockholders should include the following information regarding the stockholder making the recommendation and the individual(s) recommended for nomination:
| ● | name, age, business address and residence address; |
| ● | the class, series and number of any shares of Hilltop stock or other securities of Hilltop or any affiliate of Hilltop owned, beneficially or of record (including the name of the nominee holder if beneficially owned); |
| ● | the date(s) that shares of Hilltop stock or other securities of Hilltop or any affiliate of Hilltop were acquired and the investment intent of such acquisition; |
| ● | any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any securities of Hilltop or any affiliate of Hilltop; |
| ● | whether and the extent to which such person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the prior six months has engaged in, any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (a) manage risk or benefit of changes in the price of Hilltop securities or any security of any entity listed in the peer group in the stock performance graph included in the materials distributed with this Proxy Statement or (b) increase or decrease the voting power of such person in Hilltop disproportionately to such person’s economic interest in Hilltop securities (or, as applicable, any security of any entity listed in the peer group in the stock performance graph included in the materials distributed with this Proxy Statement); |
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PROPOSAL ONE — ELECTION OF DIRECTORS
| ● | any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with us), by security holdings or otherwise of such person in us or in any of our affiliates, other than an interest arising from the ownership of securities where such person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series; |
| ● | the investment strategy or objective, if any, of the stockholder making the recommendation and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors, or potential investors, in such stockholder (if not an individual); |
| ● | to the extent known by the stockholder making the recommendation, the name and address of any other stockholder supporting the nominee for election or re-election as a director; |
| ● | a certificate executed by the proposed nominee that certifies that the proposed nominee is not, and will not, become a party to any agreement, arrangement or understanding with any person or entity other than us in connection with service or action as a director that has not been disclosed to us and that the proposed nominee consents to being named in a proxy statement and will serve as a director if elected; |
| ● | completed proposed nominee questionnaire, which will be provided upon request by writing or telephoning our corporate Secretary at the address or phone number listed within the section titled “Additional Information — Who can help answer my questions?”; |
| ● | a representation that such stockholder or proposed nominee intends, or is part of a group which intends, to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of the proposed nominees in accordance with Rule 14a-19 promulgated under the Exchange Act, or the manner in which the stockholder intends to otherwise act in accordance therewith; |
| ● | a description of any agreement, arrangement or understanding between or among such stockholder giving the notice and the proposed nominee that will be material in such stockholder’s solicitation of stockholders (including, without limitation, matters of social, labor, environmental and governance policy), regardless of whether such agreement, arrangement or understanding relates specifically to us; |
| ● | to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director on the date of such stockholder’s notice; |
| ● | a written representation executed by the stockholder that such stockholder will (a) comply and comply with Rule 14a-19 promulgated under the Exchange Act in connection with such stockholder’s solicitation of proxies in support of the proposed nominee, (b) notify us as promptly as practicable of any determination by the stockholder to no longer solicit proxies for the election of any proposed nominee as a director, (c) furnish such other or additional information as Hilltop may request for the purpose of determining whether these requirements have been met, and (d) appear in person (or by remote communication, if applicable) or by proxy at the meeting to nominate the proposed nominee and acknowledge that if the stockholder does not so appear in person (or by remote communication, if applicable), or by proxy at the meeting to nominate such proposed nominee, Hilltop need not bring such proposed nominee for a vote at such meeting, and any proxies or votes cast in favor of the election of any such proposed nominee need not be counted or considered; and |
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PROPOSAL ONE — ELECTION OF DIRECTORS
| ● | all other information that would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act and the rules promulgated thereunder. |
The stockholder recommendation of potential director candidates and information described above must be delivered to the corporate Secretary not earlier than the 120th day and not later than 5:00 p.m., Dallas, Texas local time, on the 90th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to, or delayed by more than 60 days after, the first anniversary of the date of the preceding year’s annual meeting, the stockholder recommendation and information must be delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Dallas, Texas local time, on the later of the 90th day prior to the date of such annual meeting of stockholders or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the date on which public announcement of the date of such annual meeting is first made. In the event, however, the number of directors to be elected to the Board of Directors is increased and there is no public announcement of such action at least 100 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, a stockholder recommendation also will be considered timely, but only with respect to nominees for any new positions created by the increase, if it is delivered to the corporate Secretary not later than 5:00 p.m., Dallas, Texas local time, on the 10th day following the day on which the public announcement is first made. The stockholder must provide any updates or supplements to such notice at the time and in the forms required by Hilltop’s bylaws then in effect.
The Nominating and Corporate Governance Committee expects to use a similar process to evaluate candidates for nomination to the Board of Directors recommended by stockholders as the one it uses to evaluate candidates otherwise identified by the committee.
Russell Reynolds Associates was engaged by Hilltop to identify and evaluate the appointment of Ms. Bober and Mr. Haworth. We may engage third-parties in the future to identify and evaluate additional nominees.
The Nominating and Corporate Governance Committee did not receive the name of any stockholder recommendations for director nominees with respect to the Annual Meeting.
The Nominating and Corporate Governance Committee did not receive any recommendations for director nominees from any non-management stockholder or group of stockholders that beneficially owns more than 5% of our common stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Stockholders
The following table sets forth information regarding our common stock beneficially owned as of April 27, 2026 by any person or “group,” as that term is used in Section 13(d)(3) of the Exchange Act, known to us to beneficially own more than five percent of the outstanding shares of our common stock.
| Amount and Nature of | | Percent of |
| |
Name and Address of Beneficial Owner | Beneficial Ownership | Class (a) |
| ||
Gerald J. Ford (b) | 15,651,330 |
| 26.7 | % | |
6565 Hillcrest Avenue, 6th Floor |
| ||||
Dallas, Texas 75205 | |||||
BlackRock, Inc. (c) | 6,881,044 | 11.8 | % | ||
50 Hudson Yards | |||||
New York, New York 10001 | |||||
Dimensional Fund Advisors LP (d) | 3,065,664 | 5.2 | % | ||
Building One | |||||
6300 Bee Cave Road | |||||
Austin, Texas 78746 |
| (a) | Based on 58,530,197 shares of common stock outstanding on April 27, 2026. Shares issuable under instruments to purchase our common stock that are exercisable within 60 days of April 27, 2026 are treated as if outstanding for computing the percentage ownership of the person holding these instruments, but are not treated as outstanding for purposes of computing the percentage ownership of any other person. |
| (b) | The shares of common stock beneficially owned by Mr. Gerald J. Ford include 98,789 shares that are owned by Turtle Creek Revocable Trust, a revocable trust for the benefit of the members of Mr. Gerald J. Ford’s family, and indirectly by Mr. Gerald J. Ford as settlor and trustee of the trust. Mr. Gerald J. Ford disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. Also includes 15,544,674 shares owned by Diamond A Financial, LP. Mr. Gerald J. Ford is the sole member of Diamond HTH Stock Company GP, LLC, which is the sole general partner of Diamond HTH Stock Company, LP, which is the sole general partner of Diamond A Financial, LP. Mr. Gerald J. Ford is the sole limited partner of Diamond HTH Stock Company, LP. Each of Mr. Gerald J. Ford, Diamond A Financial, LP, Diamond HTH Stock Company, LP and Diamond HTH Stock Company GP, LLC may be deemed to have shared voting and dispositive power of these shares. |
| (c) | Based on the Schedule 13G (Amendment No. 2) filed with the SEC by BlackRock, Inc. on July 18, 2025. According to the Schedule 13G (Amendment No. 2), BlackRock, Inc. has sole voting power over 6,762,719 shares of our common stock and sole dispositive power over 6,881,044 shares of our common stock. According to the Schedule 13G (Amendment No. 2), BlackRock, Inc. is a parent holding company or control person, and various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of our common stock. The Schedule 13G (Amendment No. 2) reports that Blackrock Fund Advisors, a wholly owned subsidiary of Blackrock, Inc., is the beneficial owner of 5% or greater of the outstanding shares of the security class reported on the Schedule 13G (Amendment No. 2). |
| (d) | Based on the Schedule 13G (Amendment No. 2) filed with the SEC by Dimensional Fund Advisors LP on April 15, 2025. According to the Schedule 13G (Amendment No. 2), Dimensional Fund Advisors LP has sole voting power over 3,009,603 shares of our common stock and sole dispositive power over 3,065,664 shares of our common stock. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the number of shares of our common stock beneficially owned as of April 27, 2026, by:
| ● | each of our directors and director nominees; |
| ● | each of our named executive officers; and |
| ● | all of our directors and executive officers presently serving, as a group. |
Except as otherwise set forth below, the address of each of the persons listed below is c/o Hilltop Holdings Inc., 6565 Hillcrest Avenue, Dallas, Texas 75205. Except as otherwise indicated in the footnotes to this table, the persons named in the table have specified that they have sole voting and investment power with respect to all shares of stock shown as beneficially owned by them, subject to any applicable community property law.
Common Stock | ||||
| Amount and Nature of | | Percent of | |
Name of Beneficial Owner | Beneficial Ownership | Class (a) | ||
Rhodes Bobbitt |
| 127,016 | (b) | * |
Dana Bober |
| — |
| * |
J. Taylor Crandall |
| 957 |
| * |
Hill A. Feinberg |
| 528,700 | (c) | * |
Jeremy B. Ford | 1,523,967 | (d) | 2.6% | |
William B. Furr | 168,681 | (e) | * | |
Stephen Haworth |
| — |
| * |
Lee Lewis |
| 108,908 | (f) | * |
W. Robert Nichols, III |
| 15,457 | (g) | * |
Thomas C. Nichols |
| 17,137 | (h) | * |
Corey G. Prestidge | 166,700 | (i) | * | |
Kenneth D. Russell |
| 957 |
| * |
Jonathan S. Sobel |
| 128,331 | * | |
Robert C. Taylor, Jr. |
| 45,087 |
| * |
Stephen Thompson |
| 73,115 | (j) | * |
Carl B. Webb |
| 130,555 | * | |
M. Bradley Winges | 27,522 | (k) | * | |
|
| |||
All Directors and Executive Officers, |
|
| ||
as a group (19 persons) | 3,152,739 | (l) | 5.4% | |
* | Represents less than 1% of the outstanding shares of such class. |
| (a) | Based on 58,530,197 shares of common stock outstanding on April 27, 2026. Shares issuable under instruments to purchase our common stock that are exercisable within 60 days of April 27, 2026 are treated as if outstanding for computing the percentage ownership of the person holding these instruments, but are not treated as outstanding for purposes of computing the percentage ownership of any other person. |
| (b) | Includes 62,100 shares of common stock held in an IRA account for the benefit of Mr. Bobbitt. |
| (c) | Includes 10,000 shares of common stock held directly by Mr. Feinberg’s wife. |
| (d) | Jeremy B. Ford is a beneficiary of a trust that owns a 49% limited partnership interest in Diamond A Financial, LP (see footnote (b) to the Principal Stockholders table on the prior page). Excludes 240,136 shares of common stock deliverable upon the vesting of RSUs that will not vest within 60 days of April 27, 2026 and 15,544,674 shares of common stock held by Diamond A Financial, LP. |
| (e) | Excludes 58,387 shares of common stock deliverable upon the vesting of RSUs that will not vest within 60 days of April 27, 2026. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
| (f) | Includes 55,169 shares of common stock held by Lee Lewis Construction. Mr. Lewis is the sole owner of Lee Lewis Construction and may be deemed to have voting and/or investment power with respect to the shares owned by Lee Lewis Construction. |
| (g) | Includes 9,442 shares of common stock held in an IRA account for the benefit of Mr. W. Robert Nichols, III and 5,000 shares of common stock held directly by Mr. W. Robert Nichols’s wife. |
| (h) | Includes 2,000 shares of common stock held in an IRA account for the benefit of Mr. Thomas C. Nichols. |
| (i) | Excludes 40,216 shares of common stock deliverable upon the vesting of RSUs that will not vest within 60 days of April 27, 2026. Mr. Prestidge’s wife is a beneficiary of a trust that owns a 49% limited partnership interest in Diamond A Financial, LP. Accordingly, excludes 15,544,674 shares of common stock held by Diamond A Financial, LP. |
| (j) | Excludes 66,545 shares of common stock deliverable upon the vesting of RSUs that will not vest within 60 days of April 27, 2026. |
| (k) | Excludes 126,278 shares of common stock deliverable upon the vesting of RSUs that will not vest within 60 days of April 27, 2026. |
| (l) | Represents 19 persons. Excludes 558,489 shares of common stock deliverable upon the vesting of RSUs that will not vest within 60 days of April 27, 2026. |
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eXECUTIVE COMPENSATION
Executive Officers
General
We have identified the following officers as “executive officers,” as such term is defined by the SEC, as of April 27, 2026:
Name | | Age | | Position | | Officer |
Keith E. Bornemann | 53 | Executive Vice President, Chief Accounting Officer | 2017 | |||
Jeremy B. Ford (a) | 51 | Chairman, President and Chief Executive Officer of Hilltop and Chief Executive Officer of PlainsCapital Bank | 2010 | |||
William B. Furr | 48 | Executive Vice President, Chief Financial Officer | 2016 | |||
Darren E. Parmenter | 63 | Executive Vice President, Chief Administrative Officer | 2007 | |||
Corey G. Prestidge | 52 | Executive Vice President, General Counsel and Secretary | 2008 | |||
Stephen Thompson | 64 | President and Chief Executive Officer of PrimeLending | 2020 | |||
M. Bradley Winges | 58 | President and Chief Executive Officer of Hilltop Securities | 2019 |
| (a) | Mr. Jeremy Ford was appointed Chairman of the Board of Hilltop on April 24, 2025. |
Business Experience of Executive Officers
Information concerning the business experience of Mr. Jeremy B. Ford is set forth above under “Proposal One — Election of Directors — Nominees for Election as Directors” beginning on page 2.
Keith E. Bornemann. Mr. Bornemann has served as the Executive Vice President and Chief Accounting Officer of Hilltop since July 2020. Mr. Bornemann previously served as Executive Vice President and Principal Accounting Officer of Hilltop from November 2017 to July 2020 and Corporate Controller of Hilltop from February 2017 to July 2020. He also served as Senior Vice President and Director of Accounting and Reporting of Hilltop from January 2016 to January 2017 and Vice President of Financial Reporting of Hilltop from January 2013 to January 2016. Prior to joining Hilltop in 2013, Mr. Bornemann was the Vice President and Corporate Controller at First Acceptance Corporation and spent nine years working for the accounting firm Ernst & Young LLP.
William B. Furr. Mr. Furr has served as the Chief Financial Officer of Hilltop since September 2016. Prior to joining Hilltop, Mr. Furr served as Executive Vice President and Community Bank Chief Financial Officer for KeyCorp from November 2012 to August 2016. Before joining KeyCorp, Mr. Furr served in various financial leadership roles at Regions Financial Corporation and Bank of America Corporation.
Darren E. Parmenter. Mr. Parmenter has served as Executive Vice President and Chief Administrative Officer of Hilltop since September 2016. Mr. Parmenter previously served as Executive Vice President and Principal Financial Officer of Hilltop from February 2014 to September 2016 and as Senior Vice President of Finance of Hilltop from June 2007 to February 2014. From January 2000 to June 2007, Mr. Parmenter was with Hilltop’s predecessor, Affordable Residential Communities Inc., and served as the Controller of Operations from April 2002 to June 2007. Prior to 2000, Mr. Parmenter was employed by Albertsons Inc. as an Assistant Controller.
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EXECUTIVE COMPENSATION |
Corey G. Prestidge. Mr. Prestidge has served as an Executive Vice President of Hilltop since February 2014 and General Counsel and Secretary of Hilltop since January 2008. From November 2005 to January 2008, Mr. Prestidge was the Assistant General Counsel of Mark Cuban Companies. Prior to that, Mr. Prestidge was an associate in the corporate and securities practice group at Jenkens & Gilchrist, a Professional Corporation, which is a former national law firm. Mr. Prestidge is the son-in-law of Gerald J. Ford and the brother-in-law of Jeremy B. Ford. Mr. Prestidge also serves as a director of First Acceptance Corporation since 2025.
Stephen Thompson. Mr. Thompson has served as the President and Chief Executive Officer of PrimeLending since January 2020, a continuation of his previous role as President of PrimeLending since 2017. Mr. Thompson joined PrimeLending in 2011 and has held the roles of Regional Production Leader, Divisional Production Leader and National Production Leader. Mr. Thompson has over 30 years of mortgage banking experience.
M. Bradley Winges. Mr. Winges has served as the President and Chief Executive Officer of Hilltop Securities since February 2019. Prior to joining Hilltop Securities, Mr. Winges most recently served as Senior Executive Managing Director at Piper Jaffray, where he had worked since February 1991. While at Piper Jaffray, he was a member of the firm’s leadership team and held the roles of Head of Fixed Income Services and Firm Investments and Trading, President of Piper Jaffray Investment Management, Firm Risk Management, Head of Hopewood Lane Trading, Co-Head of Piper Jaffray Financial Products, Head of Municipal Sales and Trading and Institutional Municipal Sales Representative. Mr. Winges also is a member of the Board of the Bond Dealers of America and a committee member of the Fixed Income Market Structure at the SEC.
Terms of Office and Relationships
Our executive officers are elected by our Board of Directors annually or, as necessary, to fill vacancies or newly created offices. Each executive officer holds office until his successor is duly elected and qualified or, if earlier, until his death, resignation or removal. Any officer or agent elected or appointed by our Board of Directors may be removed by our Board of Directors whenever, in its judgment, our best interests will be served, but any removal will be without prejudice to the contractual rights, if any, of the person so removed.
Except as disclosed under “Proposal One — Election of Directors — Nominees for Election as Directors” commencing on page 2 and under “Executive Compensation — Executive Officers — Business Experience of Executive Officers” on page 27, (a) there are no familial relationships among any of our current directors or executive officers and (b) none of our director nominees hold, or in the last five years have held, directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or pursuant to Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
Except as set forth in this Proxy Statement, there are no arrangements or understandings between any nominee for election as a director or officer and any other person pursuant to which that director was nominated or that officer was selected.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis, or this CD&A, reviews the compensation program for our named executive officers, or NEOs, which include our principal executive officer, principal financial officer and our three other most highly-compensated executive officers who served during the year ended December 31, 2025.
For 2025, our NEOs were:
NAMED EXECUTIVE OFFICER | TITLE/ROLE |
Jeremy B. Ford (a) | Chairman, President and Chief Executive Officer of Hilltop and Chief Executive Officer of PlainsCapital Bank |
William B. Furr | Executive Vice President, Chief Financial Officer |
M. Bradley Winges | President and Chief Executive Officer of Hilltop Securities |
Stephen Thompson | President and Chief Executive Officer of PrimeLending |
Corey G. Prestidge | Executive Vice President, General Counsel and Secretary |
(a) | Mr. Jeremy Ford was appointed Chairman of the Board of Hilltop on April 24, 2025. |
The following is the reporting structure for our operating subsidiaries:
JEREMY B. FORD | |||||||||||||||||||||||||
Chairman, President & CEO | |||||||||||||||||||||||||
JEREMY B. FORD | STEPHEN THOMPSON | M. BRADLEY WINGES | |||||||||||||||||||||||
CEO | President & CEO | President & CEO | |||||||||||||||||||||||
CD&A Table of Contents
EXECUTIVE SUMMARY | 30 |
COMPENSATION PROGRAM PHILOSOPHY AND OBJECTIVES | 38 |
GOVERNANCE HIGHLIGHTS | 39 |
Role of Stockholder Say-on-Pay Votes and Stockholder Engagement | 39 |
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM | 41 |
SEVERANCE AND OTHER POST-TERMINATION ARRANGEMENTS | 48 |
EXECUTIVE COMPENSATION PROCESS | 51 |
EXECUTIVE COMPENSATION PROGRAMS AND POLICIES | 54 |
COMPENSATION COMMITTEE REPORT | 55 |
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EXECUTIVE COMPENSATION |
Executive Summary
Key Compensation Program Highlights
| ● | We conducted stockholder outreach that expressed favorable opinions of our current compensation program; |
| ● | Consistent with prior years, no increases were made to the base salaries of NEOs in 2025 and 2026; |
| ● | No discretionary bonuses were awarded for 2025 performance; |
| ● | Despite earning a payout under the 2025 annual incentive plan, Mr. Jeremy B. Ford elected not to receive any cash incentive compensation for the 2025 fiscal year to acknowledge the low say-on-pay vote at our 2025 Annual Meeting of Stockholders; |
| ● | Other NEOs received cash incentive compensation between 72% and 130% of target based on the achievement of performance goals under our 2025 annual incentive plan; |
| ● | Performance-Based Restricted Stock Units, or PRSUs, granted to our executives in 2023 vested at 80.5% of target reflecting EPS and relative TSR results, following a 0% payout from our 2022 PRSUs; |
| ● | NEOs continued to receive grants of equity through a mix of PRSUs and Time-Based Restricted Stock Units, or TRSUs (weighted equally), with the equity representing 64% of our CEO’s target compensation; |
| ● | Consolidated net income for 2025 was 47% greater than 2024; |
| ● | 2025 return on average assets and average equity was 1.1% and 7.6%, respectively; |
| ● | Business model continues to provide ample capital, liquidity and funding, as well as diversified earnings in various economic and interest rate environments; |
| ● | Implementation of automation and artificial intelligence in a prudent manner to drive efficiency; |
| ● | Enterprise corporate expenses are lower than pre-pandemic despite cumulative consumer price index increase of 30.3% since 2018; |
| ● | Reduced executive headcount by executives assuming additional roles and through consolidation through shared services; and |
| ● | Returned an aggregate of $229 million to stockholders through share repurchases and dividends during 2025 while retaining robust capital and liquidity. |
Business Highlights
2025 was a solid year with outperformance from PlainsCapital Bank and Hilltop Securities. As with the prior year, 2025 remained a challenging year for PrimeLending; however, the pre-tax loss was reduced by almost half from prior year, $34 million in 2024 down to $18 million in 2025. All entities made consistent progress on key enterprise projects and system implementations, which are resulting in positive operating leverage. Additionally, management executed on the capital plan, which enabled Hilltop to increase its quarterly dividend in 2025 and 2026. In January 2025, the Company redeemed $150 million of its outstanding 5% Senior Notes maturing in April 2025, then in May 2025, the Company redeemed $50 million of its outstanding 5.75% Subordinated Notes maturing in May 2030, which utilized excess capital and reduced interest expense. During 2025, the Company repurchased $184 million of its common stock.
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EXECUTIVE COMPENSATION
Notwithstanding, the Company continued to maintain significant excess capital after taking these planned actions. We believe our synergistic and durable model provides optimized capital, funding and liquidity and strong diversification during various economic and interest rate environments.
2025 Net Income $166 Million | 2025 ROAA 1.10% | 12/31/2025 Total Assets $15.8 Billion | 2025 ROAE 7.60% |
Key Financial Results
We again achieved profitable consolidated financial results in 2025, a 47% increase in net income from 2024. The make-up of these results were as follows:
| ● | PlainsCapital Bank had income before taxes of $193 million in 2025 and $182 million in 2024. Net interest income improved due to lower deposit rates; the Bank performed well by improved loan growth and effective expense management. |
| ● | PrimeLending had a loss before taxes of $18 million in 2025, as compared to a loss before taxes of $34 million in 2024. This decrease in losses was driven by improvements in mortgage originations and effective expense management to its cost structure to address the current mortgage environment; however, elevated interest rates and limited housing supply continued to impact mortgage originations. |
| ● | Hilltop Securities had income before taxes of $68 million in 2025, as compared to $64 million in 2024. It was a solid year primarily driven by its Public Finance Services, Structured Finance and Wealth Management business unit results. Due to market conditions, the Fixed Income Services business unit underperformed in 2025. |
The charts below illustrate our financial and market performance in 2025 and prior years. Additional details regarding our results can be found in our Annual Report on Form 10-K for the year ended December 31, 2025.
REVENUE ($MM) (Continuing Operations) | PRE-PROVISION NET REVENUE ($MM) (Continuing Operations) |
|
|
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EXECUTIVE COMPENSATION |
NET INCOME ($MM) (Continuing Operations) | EARNINGS PER DILUTED SHARE ($) (Continuing Operations) |
|
|
RETURN ON AVERAGE ASSETS (Continuing Operations) | RETURN ON AVERAGE EQUITY (Continuing Operations) |
|
|
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EXECUTIVE COMPENSATION
Hilltop ranked in the 51st percentile of the regional banks included in the KBW Regional Banking Index in total shareholder return for the three-year period ended December 31, 2025.
Total Shareholder Return vs.
Banks in the KBW Regional Banking Index*
3-Year Period Ending December 31, 2025
* | Calculated using a 20-trading day average stock price through December 31, 2022 and December 31, 2025, and assuming dividends were reinvested. |
Capital Management
Hilltop has grown capital and deployed capital in a prudent manner, repurchasing a total of $1.2 billion of its common stock from 2015 through 2025. During 2025, we returned $229 million of capital to stockholders through dividends and stock repurchases. In 2026, Hilltop authorized a new $125 million share repurchase program that expires in January 2027.
Capital Management and Tangible Book Value
Note: Tangible common equity and tangible book value per share (TBVPS) are non-GAAP financial measures. For a reconciliation of tangible common equity and TBVPS to the nearest GAAP measure, see “Annex A.”
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EXECUTIVE COMPENSATION |
Strategic Highlights
During 2025, we had several key accomplishments in support of our business strategy:
Maintained credit quality, ending the year with total non-performing assets of $61 million, or 0.66% of total loans. | Maintained the Bank’s liquidity position and access to secured funding sources with over $6.4 billion in available securities, deposits at the Federal Reserve and secured borrowing capacity due to the continued competition for liquidity. | ||
Increased book value per share and tangible book value per share by $2.71 and $2.34, respectively, during 2025. |
Increased Hilltop quarterly dividend payment by 6% to 18 cents per share. |
Maintained strong capital levels with a Common Equity Tier 1 Capital Ratio of 19.70% at year end. |
Continued focus on employee engagement and expense efficiencies. |
Employees
Hilltop, PlainsCapital Bank, Hilltop Securities and PrimeLending were recently included in USA Today’s list of Top Workplaces for 2026. The rankings are based on the results of anonymous, voluntary employee surveys conducted by Energage in 2025. During 2025, Hilltop, PlainsCapital Bank and PrimeLending were named as Top Workplaces in the financial services industry by Energage, as well as Top Workplaces in Dallas-Fort Worth by The Dallas Morning News. In addition, PlainsCapital Bank and PrimeLending received three Top Workplaces Fall 2025 Cultural Excellence Awards from Energage for scoring in the top 20% of eligible organizations.
Our 2025 Executive Compensation Program
The Compensation Committee, or, as used in this CD&A, the Committee, has the responsibility to establish, implement and monitor adherence with our compensation philosophy. The Committee believes that the total compensation paid to executive officers should be fair, reasonable, market competitive, performance-based and aligned with stockholder interests. The Committee administers our executive compensation program in light of taking into consideration our unique business structure and stockholder return. As a holding company that conducts its operations through its subsidiaries, we provide performance-based compensation to the chief executives of each of our business units (other than Mr. Jeremy Ford) that is based on both the results of the business unit and the consolidated Company. As outlined below, we believe our compensation program demonstrated its alignment with our stockholders for the 2025 year.
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EXECUTIVE COMPENSATION
Elements of Total Direct Compensation
FIXED | Base Salary ● Intended to compensate the individual fairly for the responsibility level of the position held. | Over 80% of our CEO’s total target compensation is variable based on performance.
|
INCENTIVE-BASED | Annual Incentives ● Variable component of pay intended to motivate and reward the individual’s contributions to achieving our short-term/annual objectives; ● Payouts are determined based on financial results (weighted 70%) and each executive’s performance with respect to strategic and individual goals (weighted 30%); ● Financial results are based on our consolidated net income and, for executives of our subsidiaries other than Mr. Jeremy Ford, the net income or pre-tax earnings of their respective business unit; and ● Discretionary bonuses are awarded only in exceptional circumstances. | |
Long-Term Incentives ● Variable component of pay intended to retain, motivate and reward the individual’s contributions to achieving our long-term objectives and creating stockholder value; ● Delivered through a grant value mix of Performance-Based Restricted Stock Units, or PRSUs, and Time-Based Restricted Stock Units, or TRSUs; and ● The vesting of PRSUs varies based on performance results with respect to cumulative earnings per share, or EPS, goals over a three-year period, with a modifier based on our three-year total shareholder return, or TSR, relative to other banks in the KBW Regional Banking Index. |
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Compensation Determination Process
The Committee establishes target compensation opportunities for the NEOs at the beginning of the year, and then both annual and long-term incentives are awarded based on performance during the year. This enhances our ability to align pay with performance, as the amount of long-term incentives granted is based on prior year performance, while the value ultimately received from long-term incentives will be impacted by stock price and financial performance during the 3-year vesting period.
2025 Compensation Outcomes
Based upon its review of corporate performance and the individual performance of each NEO, as discussed further in this CD&A, the Committee approved the compensation amounts outlined in the table below. This table provides a comprehensive summary of each NEOs total direct compensation as determined by the Committee for the 2025 and 2024 performance years. It should be noted that the table below is not intended to be a substitute for the Summary Compensation Table on page 56, as certain amounts in the table below are different than the amounts in the Summary Compensation Table. The most significant difference is that this table reflects long-term incentive awards granted in February 2026 and February 2025 for the 2025 and 2024 performance years, respectively, while the Summary Compensation Table provides the value of the equity awards for the year in which they were granted. Additionally, PRSUs are shown below based on the face value of target shares on the date of grant, while they are included in the Summary Compensation Table based on the accounting fair value, which is impacted by the valuation of the relative TSR modifier.
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| Long-Term Incentives (b) | |||||||||||||
Annual | Total Direct | Target Total | ||||||||||||
Base Salary | | Incentive | PRSUs | TRSUs | Compensation | Compensation | ||||||||
Name | Year | (a)($000s) | ($000s) | ($000s) | ($000s) | ($000s) | ($000s) | |||||||
Jeremy B. Ford | 2025 | 800 | — | 1,450 | 1,450 | 3,700 | 4,500 | |||||||
2024 | 800 | 850 | 1,305 | 1,305 | 4,260 | 4,500 | ||||||||
William B. Furr | 2025 | 575 | 683 | 340 | 340 | 1,938 | 1,800 | |||||||
2024 | 575 | 581 | 330 | 330 | 1,816 | 1,800 | ||||||||
M. Bradley Winges | 2025 | 500 | 2,260 | 763 | 688 | 4,210 | 3,750 | |||||||
2024 | 500 | 2,066 | 675 | 625 | 3,866 | 3,550 | ||||||||
Stephen Thompson | 2025 | 800 | 572 | 388 | 388 | 2,148 | 2,500 | |||||||
2024 | 800 | 562 | 375 | 375 | 2,112 | 2,500 | ||||||||
Corey G. Prestidge | 2025 | 455 | 553 | 235 | 235 | 1,478 | 1,360 | |||||||
2024 | 455 | 470 | 228 | 228 | 1,380 | 1,360 | ||||||||
| (a) | Reflects base salary rate following any salary adjustments made in the first quarter of each year. |
| (b) | Reflects the value of equity awards based on the grant date stock price, with PRSUs based on the target number of shares awarded. |
Aligning Pay and Performance Over Time
The Committee has designed our executive compensation programs to effectively align compensation outcomes with business performance and stockholder outcomes over time. The Committee has included a number of elements in our compensation programs to drive this alignment, including our annual incentive program based on financial and strategic goals, long-term incentives granted solely in equity based on prior year performance, and granting at least 50% of long-term incentives as PRSUs based on 3-year EPS and relative total shareholder return results. As a result, realizable pay, reflecting the current value of prior incentives granted (as defined below), reflects our stockholder experience.
The graphs below illustrate this relationship for our CEO’s compensation delivered for the 2022-2024 performance years. Given the decrease in net income since 2021, the Committee has awarded incentive compensation below target in 2022, 2023 and 2024. The increase in value of equity incentives awarded for the performance years of 2023 and 2024, however, has been positively impacted by our stock price performance, which reflects a higher realizable amount. The value ultimately received by our CEO (as well as our other NEOs) will continue to be impacted by changes in our stock price prior to vesting. While the graphs below summarize how the Committee views the alignment of pay with performance for our CEO over time, they are not a substitute for the tables and disclosures required by SEC rules.
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Target: Reflects the target compensation opportunity established by the Committee for each performance year.
Granted: Reflects compensation awarded by the Committee for each performance year, including actual salary received, amounts awarded under the annual incentive program, and the value of equity awarded (based on the grant date stock price) early in the following year based on the Committee’s evaluation of the performance year results.
Realizable: Reflects base salary and annual incentives received, plus the estimated current value of equity awarded for the performance year. The 2022 Performance Year PRSUs vested based on results for the 2023-2025 performance period. Performance results for the 2023 and 2024 Performance Year PRSUs have been estimated based on results through 2025 but remain subject to results for the remainder of their 3-year performance period. PRSUs and TRSUs have been valued based on the stock price as of December 31, 2025 ($33.94) and assumes all shares have been retained.
Compensation Program Philosophy and Objectives
Our compensation program continues to focus on performance-based pay that reflects our achievements on an annual basis and our ability to deliver long-term value to our stockholders. The Committee regularly reviews the Company’s compensation programs to ensure they are consistent with sound business practices, regulatory requirements, emerging industry trends and stockholder interests.
With this in mind, the following principles help guide our decisions regarding compensation of our NEOs:
| ● | Compensation opportunities should be competitive with market practices. We are committed to providing competitive total annual compensation opportunities to attract and retain executives with the experience and skills necessary to lead our Company and motivate them to deliver strong performance to our stockholders. |
| ● | A significant portion of compensation should be performance-based. Our executive compensation program emphasizes pay-for-performance. Both our annual and long-term incentives are earned based on a combination of corporate, business unit and individual performance. Our annual incentive compensation also can be reduced based upon improper risk taking and non-compliance with applicable laws and regulations. |
| ● | Management’s interests should be aligned with those of our stockholders. Our long-term incentive compensation is delivered in the form of RSUs to support our goals for alignment, ownership and retention. At least half of the RSUs awarded vest upon achievement of predefined performance goals, based first on |
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| cumulative EPS over a three-year period and then multiplied by a modifier based on our TSR relative to members of the KBW Regional Banking Index during the same period. |
| ● | Compensation should be perceived as fair. We strive to create a compensation program that will be perceived as fair and equitable, both internally and externally. |
| ● | Our compensation program should be balanced and mitigate risk taking. We have a balanced approach to total compensation that includes a mix of fixed and performance-based pay, including cash and equity compensation and short- and long-term incentive compensation. We believe this approach effectively aligns our pay with performance, while discouraging inappropriate risk taking. |
Governance Highlights
The Committee maintains strong governance features for our executive compensation program as outlined below and further discussed in this CD&A.
WHAT WE DO | | WHAT WE DON’T DO | ||
| We tie a significant portion of NEO compensation to our performance through a balance of annual and long-term incentives with multiple performance measures |
| Executive officers are prohibited from entering into hedging, short sale and derivative transactions and are subject to restrictions on pledging our securities | |
| We maintain robust stock ownership guidelines for executive officers and directors |
| We do not provide for any excise tax gross-ups in any employment agreements | |
| We require all equity awarded to executive officers to be held for one year following vesting (effectively a four-year vesting period) |
| All equity grants have double trigger (as opposed to single trigger) change of control provisions | |
| We maintain an incentive compensation clawback policy, which is compliant with applicable rules |
| We do not pay dividends on unvested equity awards | |
| We subject annual incentives to downward adjustment for improper risk taking or significant compliance issues |
| We do not provide excessive perquisites | |
| We annually conduct a risk assessment of our compensation programs | |||
| We retain an independent compensation consultant reporting directly to the Committee | |||
Role of Stockholder Say-on-Pay Votes and Stockholder Engagement
We provide our stockholders with the opportunity to cast an annual non-binding advisory vote on executive compensation and are committed to open and ongoing communication with our stockholders. At our annual meeting of stockholders held in July 2025, approximately 42% of the votes cast (excluding abstentions and broker non-votes) on the say-on-pay proposal were voted in favor of the proposal. As a result, we expanded our stockholder outreach during the fourth quarter of 2025 and first quarter of 2026.
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| ● | We contacted fifteen of our largest stockholders, representing 37% of our outstanding common stock at that time (and X% of our outstanding stock not owned by our directors, executive officers and their respective family members). |
| ● | Most of the stockholders declined our offer to engage; however, we did meet with five investors representing 8% of our outstanding common stock. |
What We Heard
During these engagements, our stockholders expressed general support for our compensation philosophy and pay structure. Some stockholders requested additional insight into the rationale for the performance metrics in our PRSUs, but otherwise did not suggest any changes to the design of our programs. Our discussions focused primarily on board governance and refreshment.
Our Responsiveness
The Committee remains committed to understanding the perspectives of our stockholders and being responsive to their feedback. The Committee considered the generally supportive feedback on our pay programs from our engagement discussions and also recognized the impact on the 2025 say-on-pay results of a dispute among the partners of our largest stockholder, Diamond A Financial, LP. Based on the 2025 say-on-pay result, we took the following actions:
| ● | Reviewed the PRSU design relative to market practices and company strategy, and provided additional disclosure on the rationale for the Committee’s chosen metrics for the PRSUs; |
| ● | Revised our compensation peer group to better reflect our mix of businesses; and |
| ● | Elected, at the CEO’s request, to not pay the CEO his annual cash bonus for the 2025 fiscal year despite achievement of performance relative to our Annual Incentive Plan. |
In engagement meetings following the disclosure that our CEO had elected not to be paid his annual cash bonus, stockholders expressed their appreciation for his commitment to the Company. We also informed these stockholders that board refreshment was ongoing.
The Committee will continue to consider the outcome of the Company’s say-on-pay votes and stockholder feedback when making future compensation decisions for the NEOs and directors.
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Elements of our Executive Compensation Program
This section describes the 2025 compensation arrangements for our NEOs who served through the end of 2025.
Base Salary
We provide base salaries for each NEO based on the Committee’s assessment of the scope of each individual’s responsibilities, performance and experience. We believe a portion of total direct compensation should be provided in a form that is fixed and liquid. In reviewing base salaries, the Committee evaluated the salaries of other executive officers of the Company and its peers and any increased level of responsibility, among other items. None of our Named Executive officers received a salary increase in 2025. The following table lists the base salaries for our NEOs in 2024 and 2025:
Base Salaries |
| ||||||
Name | | 2024 ($) | | 2025 ($) | | % Increase | |
Jeremy B. Ford | 800,000 | 800,000 | — | ||||
William B. Furr | 575,000 | 575,000 | — |
| |||
M. Bradley Winges | 500,000 | 500,000 | — | ||||
Stephen Thompson | 800,000 | 800,000 | — |
| |||
Corey G. Prestidge | 455,000 | 455,000 | — | ||||
In February 2026, the Committee assessed base salaries of the NEOs and determined to not increase any of their respective base salaries.
Annual Incentive Program
Target Incentive Opportunities
Target incentive awards are defined at the start of the year in consideration of market data provided by the Committee’s consultant, each NEO’s total compensation package and the Company’s budgetary considerations. In February 2025, the Committee adjusted the annual incentive target for Mr. Winges to 390% (as a percentage of salary) based upon 2025 budget expectations for Hilltop Securities Inc. and market data. His annual incentive target is set higher than other NEOs based on market pay practices for the securities industry. The following table sets forth information concerning Annual Incentive Plan opportunities for 2025:
Annual Incentive Opportunity | ||||||||
| Target | | ||||||
Threshold | Amount | % of | Maximum | |||||
Name | | ($) | ($) | | Base Salary | ($)(a) | ||
Jeremy B. Ford |
| 400,000 | 800,000 | 100 | % | 1,480,000 | ||
William B. Furr |
| 262,500 | 525,000 | 91 | % | 971,250 | ||
M. Bradley Winges | 975,000 | 1,950,000 | 390 | % | 3,607,500 | |||
Stephen Thompson |
| 400,000 | 800,000 | 100 | % | 1,480,000 | ||
Corey G. Prestidge |
| 212,500 | 425,000 | 93 | % | 786,250 | ||
| (a) | Awards are capped at 185% of the target amount. |
In February 2026, the Committee did not adjust the targets for any of the NEOs for the 2026 year.
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Plan Structure and Performance Measures
Each NEO had pre-defined performance objectives based upon measurable performance of both the Company and the individual. At least 70% of each executive’s incentive was based on the net income of the Company and/or their relevant business unit earnings. The Committee and management believe that by using these metrics we are encouraging profitable top line growth and value for stockholders without creating excessive risk. The measures and weights of the performance objectives for 2025 are summarized in the following graph:
CORPORATE EXECUTIVES (Messrs. Ford, Furr and Prestidge) | | BUSINESS UNIT EXECUTIVES (Messrs. Thompson1 and Winges2) |
|
|
________
(1) | With respect to Mr. Thompson, the 50% Business Unit Earnings component consists of 20% business unit net income less minority interest and 30% funded mortgage origination volume. |
(2) | With respect to Mr. Winges, the 50% Business Unit Earnings component consists of 35% business unit pre-tax income excluding TBA/MBS and 15% pre-tax earnings from TBA/MBS. |
In addition to the above criteria, payouts are subject to potential reduction for Risk Management and Compliance. Payouts also are subject to forfeiture and clawback pursuant to the Hilltop Incentive Compensation Clawback Policy.
For 2026, no changes were made to the structure and metrics of the Annual Incentive Plan.
2025 Goals and Results
The Committee, in its sole discretion, determines the final amount of each participant’s annual cash incentive award based on attainment of the applicable performance goals and assessments of individual and strategic performance.
Each element of the annual cash incentive award is independent of the other. Accordingly, the executive officer may achieve certain performance goals, while at the same time failing to achieve others. In that case, the executive officer will be entitled to receive the award for the performance goal achieved, but not an award for a performance goal for which threshold performance is not achieved. Potential awards range from 50% for threshold performance to a maximum of 185% for stretch performance (with a 200% maximum for financial performance and a 150% maximum for strategic goals).
Early in 2025, the Committee established earnings goals for Hilltop and each business unit. Our 2025 goals were intended to be realistic and reasonable, but challenging in order to drive performance. Our 2025 net income target was set slightly below our 2024 actual performance based upon the expected continuation of challenging economic conditions impacting our lines of business. At the end of the fiscal year, the Committee determined a payout based on
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net income performance. 2025 performance goals and actual net income performance were as follows (dollars in millions):
2025 Performance Goal | | Threshold ($) | | Target ($) | | Maximum ($) | | Actual ($) | | Achievement (a) |
|
Adjusted Hilltop Net Income (b) |
| 69 | 116 |
| 145 |
| 166 |
| 143 | % | |
PlainsCapital Adjusted Pre-Tax Income (c) |
| 72 |
| 120 |
| 150 |
| 149 |
| 124 | % |
Hilltop Securities Pre-Tax Income |
| 37 |
| 62 |
| 78 |
| 69 |
| 112 | % |
PrimeLending Net Income (d) |
| 24 |
| 40 |
| 50 |
| (13) |
| — | % |
PrimeLending Funded Volume | 5,880 | 9,800 | 12,250 | 8,902 | 91 | % |
| (a) | Reflects performance as a percent of target. No payouts are earned for performance below 60% of the target, and awards are capped at 200% of the target amount under the plan. |
| (b) | For purposes of determining achievement for persons other Messrs. Ford, Furr and Prestidge, Hilltop Net Income was adjusted to remove gains from the sale of a portfolio company of the merchant bank. |
| (c) | PlainsCapital pre-tax income is adjusted to remove the impacts of CECL, but includes controllable provision (e.g., charge-offs and specific reserves). |
| (d) | The Committee established goals and determines performance results based on adjusted non-GAAP results that exclude the impact of earnings associated with PrimeLending’s minority ownership in entities that are not wholly owned and not indicative of ongoing operations. |
The individual and strategic objectives for the NEOs are developed through an iterative process between the Committee and management. Management develops an initial set of recommendations based upon the business needs. The Committee reviews the proposed goals and revises/amends them at its discretion, ensuring that goals are aligned with the strategic plan approved by the Board of Directors.
The following strategic and individual goals, among others, were established for the NEOs in 2025:
JEREMY B. FORD | ||
KEY OBJECTIVES |
| KEY OUTCOMES |
● Execute strategic plan for the Company and its operating subsidiaries to drive revenue growth and manage expenses ● Execute strategic plan for the Bank to drive loan and deposit growth, maintain asset quality and manage NIM and expenses ● Support execution of strategic projects, including mortgage profitability and pricing strategy ● Execute capital management through M&A sourcing and stockholder returns ● Execute bank producer compensation plan ● Support executing of operational projects | ● Effective leadership of the Company and the Bank, and effective oversight of other subsidiaries through continued challenging mortgage environment ● Successfully executed Bank initiatives and implemented bank producer compensation plan ● Delivered quantifiable benefits of capital and liquidity management, including return of capital to stockholders ● Achieved progress on operational projects ● Executed on strategic plans and key initiatives | |
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WILLIAM B. FURR | ||||
KEY OBJECTIVES |
| KEY OUTCOMES | ||
● Support programs to achieve sustainable and profitable growth at the Bank ● Support ongoing efforts to achieve profitability at PrimeLending and pricing strategy with respect thereto ● Support the achievement of the operating budget ● Ongoing automation and productivity enhancements ● Achievement of target efficiencies and savings through ongoing procurement objections ● Effective control environment | ● Delivered quantifiable benefits of capital and liquidity management, including return of capital to stockholders ● Effective management of balance sheet and liquidity ● Instrumental in initiatives to support profitable growth at the bank and cost management at PrimeLending ● Effective leadership of complex projects, including productivity enhancements, procurement and PrimeLending pricing strategy ● Maintained an effective control environment | |||
M. BRADLEY WINGES | ||||
KEY OBJECTIVES |
| KEY OUTCOMES | ||
● Drive strategic plan and initiatives, including revenue growth and operating income goals for each business line ● Advocacy for the firm, including municipal finance ● Effectively manage risk in conjunction with Hilltop ● Maintain strong culture at the firm ● Focus on Texas outreach of all products and services, as well as continued national expansion in public finance and wealth ● Drive optimization and develop new business segments | ● Effective leadership resulting in all lines of business contributing positively ● Effectively managed risk ● Drove key initiatives of additional product offerings ● Further enhanced firm culture ● Contributed to growth in business lines through targeted product and market segment expansion ● Delivered quantifiable benefits of objectives | |||
STEPHEN THOMPSON | ||||
KEY OBJECTIVES |
| KEY OUTCOMES | ||
● Project Maverick (pricing, recruiting and Sales Rally) ● Launch Branch Performance Plan ● Expand Builder relationship base ● Production leadership transitions ● Drive strategic plan, budget and key initiatives | ● Launched Project Maverick and Branch Performance Plan ● Effective leadership through continued challenging mortgage environment through continued expense management and leadership transitions ● Drove key initiatives of operational efficiency and service and culture | |||
COREY G. PRESTIDGE | ||||
KEY OBJECTIVES |
| KEY OUTCOMES | ||
● Effective oversight of legal, regulatory, internal audit, legislative and contract functions ● Execute strategic initiatives and effective shared services ● Maintain positive regulatory standing ● Effective management of material litigation | ● Effective leadership of legal, regulatory, risk, internal audit, legislative and contract functions ● Successful outcomes from material litigation that positively impacted financial results ● Delivered strategic initiatives and provided shared services timely and efficiently ● Effective with regulators and legislative priorities | |||
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The Committee evaluated the individual performance of each executive, including the factors noted in the table above, and recognized the results each executive achieved that drove the Company’s performance during the continuation of a challenged environment in 2025. Based upon these evaluations of each NEO’s individual performance in 2025, the Committee awarded Messrs. Jeremy B. Ford, Furr and Prestidge 100% of target, Mr. Winges 115% of target and Mr. Thompson 95% of target for their strategic and individual goals. The Committee also assessed risk and compliance performance for each NEO and determined that no reductions were warranted.
As noted previously, Mr. Jeremy B. Ford elected to not receive a 2025 annual cash incentive payment to acknowledge the low say-on-pay support at the Company’s 2025 Annual Meeting of Stockholders.
Based on the above financial and individual performance measures and the Committee’s discretion, the 2025 annual cash incentive payments were awarded as follows relative to the 2025 target value in accordance with their respective scorecard on the terms discussed above:
2025 Annual | % of 2025 Target |
| |||
Name | | Incentive Payment ($) | | Annual Incentive |
|
Jeremy B. Ford |
| — |
| — | % |
William B. Furr |
| 683,252 |
| 130 | % |
M. Bradley Winges | 2,259,584 | 116 | % | ||
Stephen Thompson |
| 572,454 |
| 72 | % |
Corey G. Prestidge |
| 553,108 |
| 130 | % |
See “NEO Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Annual Incentive Plan” for more information with respect to our stockholder-approved Annual Incentive Plan.
Discretionary Cash Bonuses
No discretionary cash bonuses were paid for 2025 performance.
Long-Term Incentives
As described above, we believe that a portion of each NEO’s compensation should be tied to the performance of our stock price, aligning the officer’s interest with that of our stockholders. Additionally, we grant at least 50% of each executive’s long-term incentives through PRSUs that vest based upon performance. When the Committee determines that it is appropriate to award long-term incentives above the target opportunity based on prior year performance, at least 75% of the amount in excess of the target award is granted as PRSUs.
PRSU Performance Metrics
PRSUs granted in 2025 will be earned and cliff vest, subject to certain performance goals being met, after the three-year performance period from January 1, 2025 through December 31, 2027. The PRSUs provide that the percentage of performance-based shares that will vest at the end of the performance period will be determined based on Hilltop’s cumulative EPS relative to pre-established performance objectives, multiplied by a modifier that is determined based on Hilltop’s TSR relative to banks in the KBW Regional Banking Index. The Committee establishes the EPS goal to be appropriately challenging relative to the economic environment and expectations for the 3-year period.
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During 2025, the Committee, with assistance from its compensation consultant, reviewed the design of the PRSUs. Based on this review, the Committee affirmed its view that EPS remains appropriate as the primary driver of PRSU payouts given our diverse mix of businesses and importance in reflecting profitability and capital allocation. The Committee also affirmed the continued use of the relative TSR modifier to further align payouts with shareholder value.
The table below outlines the structure of goals for the PRSUs:
3-YEAR CUMULATIVE EPS | RELATIVE TSR MODIFIER | ||||||||
PERFORMANCE | RESULT | PAYOUT | PERFORMANCE | RANK | MODIFIER | ||||
Below Threshold | <75% of EPS Goal | 0% | Below Threshold | < 25th percentile | 80% | ||||
Threshold | 75% of EPS Goal | 50% | Threshold | 25th percentile | 80% | ||||
Target | EPS Goal | 100% | Target | 50th percentile | 100% | ||||
Stretch | ≥125% of Target | 150% | Stretch | ≥75th percentile | 120% | ||||
Payouts are interpolated for results between Threshold and Stretch
Accordingly, the total number of shares earned from the performance awards can range from 40% to 180% of the target number of PRSUs granted. No shares will be awarded if EPS results are below threshold. The calculation for the vesting of PRSUs is as follows:
3-YEAR EPS | X | 3-YEAR TSR | = | PAYOUT PERCENTAGE |
TRSUs cliff vest on the third anniversary of the date of grant.
All shares of common stock delivered pursuant to the RSUs granted to NEOs are subject to a one-year holding period requirement after vesting. Since July 2020, all equity-based awards have been made pursuant to the 2020 Equity Incentive Plan, which was adopted by stockholders at the 2020 Annual Meeting of Stockholders held in July 2020. All equity-based awards made to the NEOs are approved by the Committee and not pursuant to delegated authority. Further discussion of the 2020 Equity Incentive Plan pursuant to which such RSUs were awarded is found under “NEO Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below.
2025 Long-Term Incentive Grants
In 2025, long-term incentive awards were made in consideration of each executive’s role, competitive market practice, and 2024 performance. Awards for all NEOs were made below target levels, except for (i) Mr. Jeremy Ford , who received target award, and (ii) Mr. Winges, who received above target awards, though below the value of his prior year grants, based on the continued strong performance of Hilltop Securities in 2024. An equal mix of TRSUs and PRSUs were granted to all of the NEOs, other than Mr. Winges who was awarded 75% PRSUs for the amount in excess of his target. Grants were made on February 5, 2025, to the following NEOs in the table below.
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PRSUs |
| TRSUs | Total RSUs | Target | ||||||||||
PRSUs | Awarded | TRSUs | Awarded | Total RSUs | Awarded | LTI Value | ||||||||
Name |
| Awarded (#)(a) | Value ($000s)(a) | Awarded (#) |
| Value ($000s) | | Awarded (#) |
| Value ($000s) |
| ($000s) | ||
Jeremy B. Ford |
| 40,428 | 1,305 | 40,428 | 1,305 | 80,856 | 2,610 | 2,900 | ||||||
William B. Furr |
| 10,223 | 330 | 10,224 | 330 | 20,447 | 660 | 700 | ||||||
M. Bradley Winges | 20,910 | 675 | 19,363 | 625 | 40,273 | 1,300 | 1,200 | |||||||
Stephen Thompson |
| 11,617 | 375 | 11,618 | 375 | 23,235 | 750 | 900 | ||||||
Corey G. Prestidge |
| 7,048 | 228 | 7,048 | 228 | 14,096 | 455 | 480 |
| (a) | Reflects number of shares that will vest upon achieving performance at target level and value determined by multiplying number of shares by the closing stock price on the date of grant, which may differ from the accounting grant date fair value included in the Summary Compensation Table and Grants of Plan Based Awards Table below. |
2026 Long-Term Incentive Grants
On February 11, 2026, the Committee awarded long-term incentives through grants of RSUs as set forth in the table below. Grant values were again based on each executive’s role and competitive market practice, as well as 2025 performance. Awards for all NEOs were made below target levels. The Committee continued to grant an equal mix of TRSUs and PRSUs to the NEOs, other than Mr. Winges who was awarded 75% PRSUs for the amount in excess of his target.
PRSUs |
| TRSUs | Total RSUs | Target | ||||||||||
PRSUs | Awarded | TRSUs | Awarded | Total RSUs | Awarded | LTI Value | ||||||||
Name | | Awarded (#)(a) | Value ($000s)(a) | Awarded (#) | | Value ($000s) | | Awarded (#) | | Value ($000s) | | ($000s) | ||
Jeremy B. Ford |
| 37,075 | 1,450 | 37,075 |
| 1,450 | 74,150 | 2,900 | 2,900 | |||||
William B. Furr |
| 8,695 | 340 | 8,695 |
| 340 | 17,390 | 680 | 700 | |||||
M. Bradley Winges |
| 19,500 | 763 | 17,580 |
| 688 | 37,080 | 1,450 | 1,300 | |||||
Stephen Thompson |
| 9,910 | 388 | 9,910 |
| 388 | 19,820 | 775 | 900 | |||||
Corey G. Prestidge |
| 6,010 | 235 | 6,010 |
| 235 | 12,020 | 470 | 480 |
| (a) | Reflects number of shares that will vest upon achieving performance at target level and value determined by multiplying number of shares by the closing stock price on the date of grant, which may differ from the accounting grant date fair value included in the Summary Compensation Table and Grants of Plan Based Awards Table below. |
Payout of the 2023-2025 PRSUs
The following table provides the calculation of the payout for the PRSUs granted in 2023, which resulted in 80.5% of the target number of shares being earned. Similar to the 2025 awards described above, the PRSUs granted in 2023 cliff vested in three years, or February 8, 2026, based on three-year cumulative EPS performance multiplied by a modifier of the payout based on our three-year TSR relative to the banks in the KBW Regional Banking Index.
Metric | | Threshold | | Target | | Maximum | | Actual |
Cumulative EPS | $ | 5.06 | $ | 6.75 | $ | 8.44 | $ | 6.07 |
% of Target Payout | 50% | 100% | 150% | 80% | ||||
x | ||||||||
Relative TSR percentile ranking | 25th | 50th | 75th | 51st | ||||
Modifier | 80% | 100% | 120% | 101% | ||||
Final Payout | 80.5% |
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Perquisites and Other Benefits
We provide various perquisites and other benefits to certain NEOs. Mr. Jeremy B. Ford is provided access to company aircraft for personal use and such personal use is treated as income to him. Other NEOs may also be provided with limited personal use of company aircraft. Mr. Thompson is provided with a country club membership for his use. Otherwise, our NEOs generally only receive cell phone reimbursement, medical benefits, life insurance and long-term disability coverage, as well as matching contributions to the Company’s 401(k) program, on the same terms and conditions as generally available to all employees. See “NEO Compensation — All Other Compensation Table” below.
Severance and Other Post-Termination Arrangements
We generally do not maintain any severance or change in control programs other than the change in control provisions in our 2020 Equity Incentive Plan (with exceptions noted below). We have, however, historically paid severance, the amount of which is generally determined based on both length of tenure and level of compensation, when termination occurs other than for cause and pursuant to which certain benefits may be provided to the NEOs. Absent the negotiation of specific agreements with the NEOs, severance benefits generally will be provided on the same basis as provided to other employees of the Company.
Furr Employment Agreement
Pursuant to our employment agreement with Mr. Furr, as amended, upon termination of his employment by us other than for cause, Mr. Furr is entitled to receive his base salary through the effective date of such termination, all earned and unpaid and/or vested, nonforfeitable amounts owed to him at such time under the employment agreement, RSU award agreements or under any compensation or benefit plans, and reimbursement for any unreimbursed business expenses incurred prior to the effective date of such termination (collectively, the “Furr Accrued Amounts”) and a lump-sum cash payment equal to the sum of (i) his annual base salary rate immediately prior to the effective date of such termination, and (ii) an amount equal to the annual incentive cash bonus paid to him in respect of the calendar year immediately preceding the year of the termination, provided that Mr. Furr executes and delivers a release to the Company. If his employment is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “change in control,” he will be entitled to receive the Furr Accrued Amounts and a lump-sum cash payment equal to two times the sum of (i) his annual base salary rate immediately prior to the effective date of such termination and (ii) an amount equal to the annual incentive cash bonus paid to him in respect of the calendar year immediately preceding the year of the termination, provided that Mr. Furr executes and delivers a release to the Company. Pursuant to RSU award agreements, any unvested RSU awards also will vest if Mr. Furr is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “Change in Control.” The immediately foregoing cash amount represents a “double trigger” benefit. Finally, if any payment made as a result of a change in control would constitute a “parachute payment” as defined under Section 280G of the Internal Revenue Code, or the Code, the benefits payable will be reduced to $1 below the parachute limit.
Mr. Furr’s employment agreement was further amended on August 30, 2022, to extend the term of the agreement to August 31, 2025, and extend the employee non-solicitation provision, among other changes, to be consistent with other employment agreements with the Company. In connection with Mr. Furr entering into the amendment to his employment agreement, he received an additional grant of 11,258 TRSUs that vested on August 30, 2025.
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Mr. Furr’s employment agreement was further amended on December 8, 2025, to extend the term of the agreement to August 31, 2028, and expand the employee non-interference/solicit provisions and removed the non-competition provision, among other changes, including in the event of Mr. Furr’s death or disability, Mr. Furr (or his estate) will be entitled to receive (i) the Furr Accrued Amounts and (ii) a pro rata portion of his target Incentive Bonus for such period, provided that Mr. Furr (or his estate) executes and delivers a release to the Company.
Winges Employment Agreement
The Company entered into an employment agreement with Mr. Winges that became effective upon his commencement of his employment with us on February 20, 2019. The employment agreement remained in effect until February 20, 2022. On March 31, 2022, the employment agreement was amended to extend its term until February 20, 2025, to remove certain provisions no longer applicable and add and modify other provisions to be consistent with other employment agreements. On April 25, 2025, the employment agreement was further amended to extend the term until February 29, 2028, and to make certain additional changes addressed below. If the employment agreement, as amended, is terminated by the Company for “cause” (as such term is defined in the amended employment agreement), Mr. Winges will be entitled to receive his base salary through the effective date of such termination, all earned and unpaid and/or vested, nonforfeitable amounts owed to him at such time under the employment agreement, RSU award agreements or under any compensation or benefit plans, and reimbursement for any unreimbursed business expenses incurred prior to the effective date of such termination (collectively, the “Winges Accrued Amounts”), provided that Mr. Winges executes and delivers a release to the Company. With respect to a termination resulting from Mr. Winges’s death or disability, Mr. Winges (or his estate) will be entitled to receive (i) the Winges Accrued Amounts and (ii) a pro rata portion of his target Incentive Bonus for such period, provided that Mr. Winges (or his estate) executes and delivers a release to the Company. If Mr. Winges reaches the age of 65 and retires from employment with the Company, Mr. Winges will be entitled to receive (i) the Winges Accrued Amounts and (ii) a pro rata portion of his target Incentive Bonus for such period.
If Mr. Winges’s employment is terminated by the Company without “cause” (other than pursuant to a “Change in Control” (as such term is defined in the amended employment agreement)), Mr. Winges will be entitled to receive the Winges Accrued Amounts and, subject to his execution and delivery to the Company of a release, a lump-sum cash payment equal to the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the average of the Incentive Bonuses paid to him in respect of the three calendar years immediately preceding the year of the termination.
If Mr. Winges’s employment is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “Change in Control,” Mr. Winges will be entitled to receive the Winges Accrued Amounts and a lump-sum cash payment equal to two times the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the average Incentive Bonuses paid to him in respect of the three calendar years immediately preceding the year of the termination; provided that Mr. Winges executes and delivers a release to the Company. Pursuant to RSU award agreements, any unvested RSU awards also will vest if Mr. Winges is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “Change in Control.” The foregoing benefits described in this paragraph represent “double trigger” benefits. Notwithstanding the above, any amounts payable to Mr. Winges upon a “Change in Control” shall not constitute a “parachute payment” and will be reduced accordingly.
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Thompson Employment Agreement
In connection with the promotion of Mr. Thompson as President and Chief Executive Officer of PrimeLending on October 25, 2019, the Company and Mr. Thompson entered into an employment agreement that became effective as of January 1, 2020. The employment agreement remained in effect until December 31, 2022. On December 31, 2022, the employment agreement was amended to extend its term until December 31, 2025, to remove certain provisions no longer applicable and modify other provisions to be consistent with other employment agreements. On February 2, 2026, the employment agreement was further amended to extend its term until December 31, 2028. If the employment agreement, as amended, is terminated by the Company for “cause” (as such term is defined in the amended employment agreement), Mr. Thompson will be entitled to receive his base salary through the effective date of such termination, all earned and unpaid and/or vested, nonforfeitable amounts owed to him at such time under the employment agreement, RSU award agreements or under any compensation or benefit plans, and reimbursement for any unreimbursed business expenses incurred prior to the effective date of such termination (collectively, the “Thompson Accrued Amounts”), provided that Mr. Thompson executes and delivers a release to the Company. With respect to a termination resulting from Mr. Thompson’s death or disability, Mr. Thompson (or his estate) will be entitled to receive (i) the Thompson Accrued Amounts, (ii) an amount equal to the cost of COBRA for Mr. Thompson and his immediate family for a period of twelve months following such termination of employment and (iii) a pro rata portion of his target Incentive Bonus for such period, provided that Mr. Thompson (or his estate) executes and delivers a release to the Company.
If Mr. Thompson’s employment is terminated by the Company without “cause” (other than pursuant to a “Change in Control” (as such term is defined in the amended employment agreement)), Mr. Thompson will be entitled to receive the Thompson Accrued Amounts and, subject to his execution and delivery to the Company of a release, (i) a lump-sum cash payment equal to the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the Incentive Bonus paid to him in respect of the calendar year immediately preceding the year of the termination, and (ii) an amount equal to the cost of COBRA for his immediate family and himself for a period of twelve months following such termination of employment.
If Mr. Thompson’s employment is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “Change in Control,” Mr. Thompson will be entitled to receive the Thompson Accrued Amounts and (i) a lump-sum cash payment equal to two times the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the Incentive Bonus paid to him in respect of the calendar year immediately preceding the year of the termination and (ii) an amount equal to the cost of COBRA for his immediate family and himself for a period of twelve months following such termination of employment, provided that Mr. Thompson executes and delivers a release to the Company. Pursuant to RSU award agreements, any unvested RSU awards also will vest if Mr. Thompson is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “Change in Control.” The foregoing benefits described in this paragraph represent “double trigger” benefits. Notwithstanding the above, any amounts payable to Mr. Thompson upon a “Change in Control” shall not constitute a “parachute payment” and will be reduced accordingly.
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Incentive Plans
2020 Equity Incentive Plan
The 2020 Equity Incentive Plan was approved by the Board of Directors on April 30, 2020, and approved by our stockholders on July 23, 2020. Upon a change in control of Hilltop, awards will not vest unless the participant incurs a termination of service by us without cause or by the participant for good reason within six months prior to or twelve months following the change in control. A change in control generally includes (i) the acquisition by a third-party of 33% or more of the outstanding voting stock or equity securities of Hilltop, (ii) a merger, reorganization, consolidation, or similar transaction with a third-party after which the stockholders of Hilltop do not retain over 50% of the outstanding voting stock or equity securities following the transaction, (iii) a majority of the members of our Board of Directors are members who were not appointed by the then existing Board of Directors, or (iv) the complete liquidation or dissolution of Hilltop. In connection with a change in control, outstanding awards may be converted into new awards; exchanged or substituted for new awards; or canceled for no consideration, provided participants were given notice and an opportunity to purchase or exercise such awards, or cancelled and cashed out based on the positive difference between the per share amount to be received in connection with the transaction and the purchase/exercise price per share of the award, if any. Further discussion of the change in control payments that may be made pursuant to the 2020 Equity Incentive Plan may be found in the “Executive Compensation — Potential Payments Upon Termination or Change-in-Control” section below.
Annual Incentive Plan
The Annual Incentive Plan, pursuant to which annual incentive bonuses are awarded, does not contain specific change in control provisions. Accordingly, the Committee, in its discretion, may determine what constitutes a change in control and what effects such an event may have on any awards made pursuant to such plan.
Executive Compensation Process
Role of the Compensation Committee
The Committee is responsible for reviewing and approving all aspects of the compensation programs for our NEOs and making all decisions regarding specific compensation to be paid or awarded to them. The Committee is responsible for, among its other duties, the following:
| ● | Review and approval of corporate incentive goals and objectives relevant to compensation; |
| ● | Evaluation of individual performance results in light of these goals and objectives; |
| ● | Evaluation of the competitiveness of the total compensation package; |
| ● | Approval of any changes to the total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities and payouts and retention programs; and |
| ● | Approval of any employment contract or other written agreement with any executive of the Company or its subsidiaries. |
The Committee is responsible for determining all aspects of compensation of the Chief Executive Officer, as well as assessing his individual performance.
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In setting the compensation of our NEOs, the Committee, in its discretion, considers (i) the transferability of managerial skills, (ii) the relevance of each NEO’s experience to other potential employees, and (iii) the readiness of the NEO to assume a different or more significant role, either within our organization or with another organization. When the Committee makes pay-related decisions, the Committee considers our growth strategy, our desire to attract, retain and motivate talent, and the importance of compensation in supporting the achievement of our strategic objectives.
Information about the Committee and its composition, responsibilities and operations can be found under the “Board Committees” section above.
Role of the Chief Executive Officer in Compensation Decisions
The Chief Executive Officer provides input and recommendations to the Committee regarding compensation decisions for his direct reports, including the other NEOs. These recommendations are made within the framework of the compensation programs approved by the Committee and based on market data provided by the Committee’s independent consultant. The input includes base salary changes, annual incentive and long-term incentive opportunities and payouts, specific individual performance objectives, and individual performance assessments. The Chief Executive Officer makes recommendations based on his assessment of the individual officer’s performance, performance of the officer’s respective business or function and employee retention considerations. The Committee reviews and considers the Chief Executive Officer’s recommendations when determining any compensation changes affecting our executive officers.
Role of Compensation Consultant
Pursuant to its charter, the Committee is authorized to retain and terminate any consultant, as well as to approve the consultant’s fees and other terms of the engagement. The Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. In 2025, the Committee continued its engagement of Meridian Compensation Partners, LLC, or Meridian, as its independent compensation consultant. Meridian is engaged directly by the Committee.
Pursuant to its engagement, Meridian provides research, data analyses, survey information and design expertise in developing compensation programs for executives and incentive programs for eligible employees. In addition, Meridian keeps the Committee apprised of regulatory developments and market trends related to executive compensation practices. Meridian does not determine or recommend the exact amount or form of executive compensation for any of the NEOs. A representative of Meridian generally attends meetings of the Committee, participates in executive sessions of the Committee and communicates directly with the Committee and the Chairman of the Committee.
Pursuant to the Committee’s charter, if the Committee elects to use a compensation consultant, the Committee must assess the consultant’s independence, taking into account the following factors:
| ● | The provision of other services to the Company by the consultant; |
| ● | The amount of fees the consultant received from the Company; |
| ● | The policies and procedures the consultant has in place to prevent conflicts of interest; |
| ● | Any business or personal relationships between the consulting firm and the members of the Committee; |
| ● | Any ownership of Company stock by the individuals at the firm performing consulting services for the Committee; and |
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| ● | Any business or personal relationship of the firm with an executive officer of the Company. |
Meridian has provided the Committee with appropriate assurances and confirmation of its independent status pursuant to these and other factors. The Compensation Committee evaluated whether the work provided by Meridian raised any conflict of interest and determined that Meridian has been independent throughout its service to the Committee and no conflict of interest was raised by the work of Meridian described in this Proxy Statement.
Peer Group and Benchmarking Approach
The Committee regularly assesses the components of the executive compensation program with advice from its independent compensation consultant. In October 2024, Meridian provided an analysis of base salary, annual incentive and long-term incentive practices of comparable companies in the financial industry. Meridian considered individual compensation elements as well as the total compensation package. This analysis was considered by the Committee when it established 2025 pay opportunities for executives.
In performing this analysis, Meridian developed market data using publicly disclosed compensation information from a peer group of comparable financial institutions, as well as compensation surveys. Survey data reflected financial institutions of similar size to Hilltop and its operating subsidiaries. The Committee did not review the specific companies included in the survey data.
The compensation peer group includes institutions of generally similar asset size and, to the extent possible, organizations with significant other operating segments and noninterest income. In evaluating the peer group, the Committee considers that our combination of businesses adds complexity relative to other banks with similar asset sizes. The following banks were included in the peer group for Meridian’s market study in October 2024:
Ameris Bancorp | First Financial Bankshares, Inc. | Simmons First National Corporation |
BancFirst Corporation | Hancock Whitney Corporation | Texas Capital Bancshares, Inc. |
Commerce Bancshares, Inc. | Independent Bank Group, Inc. | TowneBank |
Community Financial System, Inc. | International Bancshares Corporation | Trustmark Corporation |
Eastern Bankshares, Inc. | Merchants Bancorp | United Bankshares, Inc. |
FB Financial Corporation | NBT Bancorp Inc. | WesBanco, Inc. |
First Busey Corporation | Prosperity Bancshares, Inc. | WSFS Financial Corporation |
First Financial Bancorp. | Renasant Corporation |
With Meridian’s assistance, the Committee reviewed the peer group in October 2025 and December 2025 and determined to make changes to the group based upon merger and acquisition and other activity among the peers, as well as to add peers from each of the commercial and residential mortgage finance and investment banking and brokerage to better reflect the Company’s business lines. The review resulted in the removal of BancFirst Corporation, Commerce Bancshares, Inc., Eastern Bankshares, Inc., Hancock Whitney Corporation, Independent Bank Group, Inc., International Bancshares Corporation, Prosperity Bancshares, Inc., Renasant Corporation, TowneBank, United Bankshares Inc., and WesBanco, Inc., and the addition of Banner Corporation, Enterprise Financial Services Corp. First Merchants Corporation, Home Bancshares, Inc., Oppenheimer Holdings Inc., Piper Sandler Companies, Seacoast Banking Corporation of Florida, Stellar Bancorp, Inc. and Walker & Dunlap, Inc.
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Risk Considerations in Our Compensation Program
We do not believe that our compensation policies and practices for 2025 gave rise to risks that were reasonably likely to have a material adverse effect on our Company. In reaching this conclusion for 2025, we considered the following factors:
| ● | Base salary is fixed and the only compensation components that are variable are the annual incentives and RSUs awarded to NEOs, which were awarded based upon attainment of pre-determined levels of earnings. |
| ● | Annual Incentive Plan payments to the NEOs were determined or approved following the substantial completion of the audit of the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. Thus, the Committee had ample knowledge of the financial condition and results of the Company, as well as reports of other committees of the Board of Directors, upon which to base its decisions. |
| ● | We have a balanced program that includes multiple performance goals, rewards short-term and multi-year performance, pays in cash and equity and provides a meaningful portion of pay in stock, which is tied to our long-term performance. |
| ● | Annual Incentive Plan and 2020 Equity Incentive Plan awards are subject to clawback in accordance with our Incentive Compensation Clawback Policy. |
| ● | Each year the Committee reviews all compensation programs to ensure existing programs are not reasonably likely to have a material adverse effect on the Company. |
Executive Compensation Programs and Policies
Stock Ownership Guidelines
In February 2014, the Committee recommended, and the Board of Directors adopted, a stock ownership policy applicable to our executive officers. Within five years of the later of appointment or the date the policy was adopted, executive officers are required to achieve and maintain ownership of a defined market value of Company common stock equal to a minimum number of equity or equity-based securities as follows:
| ● | Six times annual base salary for the Chief Executive Officer; and |
| ● | Three times annual base salary for the other executive officers. |
Under this policy, directors are expected to own shares with a value greater than five times their annual retainer for serving on the Board of Directors of the Company, unless they are subject to certain restrictions on receiving director fees, or fees in the form of stock. Our director compensation program permits directors to elect to receive their director compensation in cash, Company common stock or a combination of cash and Company common stock.
In calculating equity ownership for purposes of the stock ownership guidelines, we include all shares beneficially owned by an individual, such as shares owned by an individual in the Company’s benefit plans (e.g., Employee Stock Purchase Plan), shares of restricted stock and shares with respect to which an individual has voting or investment power. Unexercised stock options and unearned performance shares are excluded when determining ownership for these purposes.
Executive officers are expected to hold 50% of any net shares received through compensatory equity-based grants until the ownership guidelines are achieved. Once such officer achieves the ownership requirement, he or she is no
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longer restricted by this holding requirement, provided his or her total stock ownership level does not fall below the ownership guidelines. In addition, all awards of RSUs granted since February 2014 to NEOs are, subject to certain exceptions, required to be held for one year after vesting.
As of April 27, 2026, all NEOs meet the ownership guidelines.
Clawback Policy
On October 19, 2023, the Board of Directors of Hilltop adopted the Incentive Compensation Clawback Policy in order to maintain a culture of focused, diligent and responsible management that discourages conduct detrimental to the growth of the Company and to ensure that incentive-based compensation paid by the Company is based upon accurate financial data. The Incentive Compensation Clawback Policy is designed to comply, and is interpreted consistently with, Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. In January 2025, the Incentive Compensation Clawback Policy was amended to include items in addition to financial information that require clawback of incentive compensation. All RSUs are subject to this policy, as well. A copy of this policy, as most recently approved by the Board of Directors of Hilltop on January 30, 2025, can be found as Exhibit 97 to our Annual Report on Form 10-K.
Our compensation program also includes a clawback from any annual cash or long-term incentive award for improper risk taking and significant compliance issues.
Tax Considerations
The Committee continues to reserve flexibility to provide compensation arrangements that it believes are consistent with its compensation philosophy even if the arrangements will result in non-deductible compensation.
Compensation Committee Report
The Compensation Committee of the Board of Directors of Hilltop Holdings Inc. has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on its review, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement.
The foregoing report has been submitted by the following members of the Compensation Committee:
W. Robert Nichols, III (Chairman) | Rhodes R. Bobbitt | Robert C. Taylor, Jr. |
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NEO COMPENSATION
The following tables set forth information concerning the compensation earned for services performed during 2025, 2024 and 2023 by the NEOs, who were either serving in such capacities on December 31, 2025, during 2025, or are reportable pursuant to applicable SEC regulations.
Summary Compensation Table
Fiscal Years 2025, 2024 and 2023
| | | | | | | Change in | | | |||||||||
Pension Value | ||||||||||||||||||
and Nonqualified | ||||||||||||||||||
| Non-Equity | Deferred | ||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||
Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | ||||||||||||
Name and principal position | Year | ($) | (a)($) | (b)($) | ($) | (c)($) | ($) | (d)($) | Total ($) | |||||||||
Jeremy B. Ford |
| 2025 |
| 800,000 | — | 2,610,436 | — |
| — |
| — |
| 116,845 | 3,527,281 | ||||
Chairman, President and Chief |
| 2024 |
| 800,000 | — | 2,588,803 |
| — |
| 849,534 |
| — |
| 148,575 | 4,386,912 | |||
Executive Officer and Chief |
| 2023 |
| 800,000 | — | 2,645,459 | — |
| 641,333 |
| — |
| 143,965 | 4,230,757 | ||||
Executive Officer of the Bank | ||||||||||||||||||
William B. Furr |
| 2025 |
| 575,000 | — | 660,131 |
| — |
| 683,252 |
| — |
| 12,920 | 1,931,303 | |||
Executive Vice President and |
| 2024 |
| 575,000 | — | 624,926 | — |
| 581,132 |
| — |
| 12,490 | 1,793,548 | ||||
Chief Financial Officer |
| 2023 |
| 575,000 | — | 638,575 | (e) | — |
| 444,500 |
| — |
| 12,420 | 1,670,495 | |||
M. Bradley Winges |
| 2025 |
| 500,000 | — | 1,300,222 |
| — |
| 2,259,584 |
| — |
| 15,104 | 4,074,910 | |||
President and Chief Executive |
| 2024 |
| 500,000 | — | 1,485,771 | — |
| 2,066,378 |
| — |
| 20,246 | 4,072,395 | ||||
Officer of Hilltop Securities |
| 2023 |
| 500,000 | — |
| 912,230 | (f) | — |
| 2,386,328 |
| — |
| 33,082 | 3,831,640 | ||
Stephen Thompson |
| 2025 |
| 800,000 | — | 750,142 | — |
| 572,454 |
| — |
| 44,542 | 2,167,138 | ||||
President and Chief Executive |
| 2024 |
| 800,000 | — | 714,331 | (g) | — |
| 561,705 |
| — |
| 47,938 | 2,123,974 | |||
Officer of PrimeLending |
| 2023 |
| 800,000 | — | 1,029,793 | — |
| 450,556 |
| — |
| 51,291 | 2,331,640 | ||||
Corey G. Prestidge | 2025 | 455,000 | — | 455,089 |
| — |
| 553,108 |
| — |
| 28,132 | 1,491,329 | |||||
Executive Vice President, | 2024 | 455,000 | — | 428,781 | — |
| 470,440 |
| — |
| 23,030 | 1,377,251 | ||||||
General Counsel and | 2023 | 455,000 | — | 437,876 | — |
| 340,708 |
| — |
| 16,705 | 1,250,289 | ||||||
Secretary |
| (a) | Represents discretionary bonuses paid for services during 2025, 2024 and 2023, as applicable. |
| (b) | Reflects the grant date fair value calculated in accordance with the provisions of the Stock Compensation Topic of the ASC, in accordance with the assumptions described in Note 20 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, with the exception that the amounts shown assume no forfeitures. The value of performance-based stock awards is based on the probable outcome of the applicable performance conditions. The following table presents the value of performance-based awards included in the table above based on the achievement of both probable and maximum outcomes: |
Performance-Based Stock Awards | ||||||
Name | | Year | | (Probable Achievement) ($) | | (Maximum Achievement) ($) |
Jeremy B. Ford | 2025 | 1,305,420 | 1,958,130 | |||
2024 | 1,283,760 | 1,925,641 | ||||
2023 | 1,340,450 | 2,010,676 | ||||
William B. Furr | 2025 | 330,101 | 495,151 | |||
2024 | 309,894 | 464,841 | ||||
2023 | 323,569 | 485,354 | ||||
M. Bradley Winges | 2025 | 675,184 | 1,012,776 | |||
| 2024 | 860,766 | 1,291,150 | |||
2023 | 462,232 | 693,347 | ||||
Stephen Thompson | 2025 | 375,113 | 562,669 | |||
2024 | 354,229 | 531,344 | ||||
2023 | 369,778 | 554,667 | ||||
Corey G. Prestidge | 2025 | 227,580 | 341,370 | |||
2024 | 212,628 | 318,942 | ||||
2023 | 221,874 | 332,811 | ||||
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| (c) | For 2025, represents cash awards earned under the Annual Incentive Plan for services during 2025, but paid in February 2026. For 2024, represents cash awards earned under the Annual Incentive Plan for services during 2024, but paid in February 2025. For 2023, represents cash awards earned under the Annual Incentive Plan for services during 2023, but paid in February 2024. |
| (d) | Includes amounts paid during 2025, 2024 and 2023, as applicable, for group life insurance premiums, auto allowance, club expenses, use of company car and aircraft, moving expenses and cellular phone reimbursement, which is described in more detail in the table below. |
| (e) | Includes 11,258 time-based RSUs granted to Mr. Furr in connection with entering into an amendment to his employment agreement effective August 30, 2022. |
| (f) | Includes 8,892 time-based RSUs granted to Mr. Winges in connection with entering into an amendment to his employment agreement effective February 20, 2022. |
| (g) | Includes 9,175 time-based RSUs granted to Mr. Thompson in connection with entering into an amendment to his employment agreement effective December 31, 2022. |
All Other Compensation | ||||||||||||||
Gross-Ups or | Company | |||||||||||||
Other Amounts | Contributions | |||||||||||||
Perquisites | Reimbursed | to Defined | ||||||||||||
and Personal | for the Payment | Contribution | Insurance | Total All Other | ||||||||||
Benefits | of Taxes | Plans | Policies | Other | Compensation | |||||||||
Name | | Year | | (a)($) | | ($) | | ($) | | (b)($) | ($) | | ($) | |
Jeremy B. Ford |
| 2025 |
| 103,301 |
| — |
| 11,750 |
| 1,794 |
| — |
| 116,845 |
| 2024 |
| 135,557 |
| — |
| 11,500 |
| 1,518 |
| — |
| 148,575 | |
| 2023 |
| 131,545 |
| — |
| 11,250 |
| 1,170 |
| — |
| 143,965 | |
William B. Furr |
| 2025 |
| — |
| — |
| 11,750 |
| 1,170 |
| — |
| 12,920 |
| 2024 |
| — |
| — |
| 11,500 |
| 990 |
| — |
| 12,490 | |
| 2023 |
| — |
| — |
| 11,250 |
| 1,170 |
| — |
| 12,420 | |
M. Bradley Winges | 2025 |
| — |
| — |
| 11,750 |
| 3,354 |
| — |
| 15,104 | |
2024 |
| 5,822 |
| — |
| 11,500 |
| 2,924 |
| — |
| 20,246 | ||
2023 |
| 18,478 |
| — |
| 11,250 |
| 3,354 |
| — |
| 33,082 | ||
Stephen Thompson |
| 2025 |
| 27,644 |
| — |
| 11,750 |
| 5,148 |
| — |
| 44,542 |
| 2024 |
| 32,082 |
| — |
| 11,500 |
| 4,356 |
| — |
| 47,938 | |
| 2023 |
| 34,893 |
| — |
| 11,250 |
| 5,148 |
| — |
| 51,291 | |
Corey G. Prestidge | 2025 | 14,588 | — |
| 11,750 |
| 1,794 |
| — |
| 28,132 | |||
2024 | 10,012 | — |
| 11,500 |
| 1,518 |
| — |
| 23,030 | ||||
2023 | 4,285 | — |
| 11,250 |
| 1,170 |
| — |
| 16,705 | ||||
| (a) | Year 2025: For Mr. Jeremy B. Ford, reflects personal use of company airplane of $103,301. Personal use of company aircraft is calculated on a per mile basis utilizing SIFL rates published by the IRS. For Mr. Thompson, reflects club expenses of $14,444, a car allowance of $12,000 and cellular phone reimbursement of $1,200. For Mr. Prestidge, reflects personal use of company airplane of $13,988 and cellular phone reimbursement of $600. |
| (b) | Reflects group term life insurance premiums paid for Messrs. Jeremy B. Ford, Furr, Winges, Thompson and Prestidge, as applicable. Group term life insurance is made available to all employees. |
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Grants of Plan-Based Awards
Grants of Plan-Based Awards Table
Fiscal Year 2025
| All Other | |||||||||||||||||
Stock Awards: | Grant Date | |||||||||||||||||
Estimated Future Payouts Under Non-Equity | Estimated Future Payouts Under Equity | Number of | Fair Value of | |||||||||||||||
Incentive Plan Awards (a) | Incentive Plan Awards (b) | Shares of | Share and | |||||||||||||||
|
| | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | Stock or Units | | Option Awards | |
Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (c)(#) | (d)($) | |||||||||
Jeremy B. Ford |
| 2/5/2025 |
|
|
|
|
|
|
|
|
| 40,428 |
| 1,305,016 | ||||
| 2/5/2025 |
|
|
|
| 20,214 |
| 40,428 |
| 60,642 |
|
|
| 1,305,420 | ||||
2/5/2025 | 400,000 | 800,000 | 1,480,000 | |||||||||||||||
William B. Furr | 2/5/2025 | 10,224 | 330,031 | |||||||||||||||
|
| 2/5/2025 |
|
|
|
| 5,112 |
| 10,223 |
| 15,335 |
|
|
| 330,101 | |||
2/5/2025 | 262,500 | 525,000 | 971,250 | |||||||||||||||
M. Bradley Winges |
| 2/5/2025 | 19,363 | 625,038 | ||||||||||||||
2/5/2025 | 10,455 | 20,910 | 31,365 | 675,184 | ||||||||||||||
2/5/2025 | 975,000 | 1,950,000 | 3,607,500 | |||||||||||||||
Stephen Thompson | 2/5/2025 |
|
|
|
|
|
|
| 11,618 |
| 375,029 | |||||||
2/5/2025 | 5,809 | 11,617 | 17,426 |
| 375,113 | |||||||||||||
2/5/2025 | 400,000 | 800,000 | 1,480,000 | |||||||||||||||
Corey G. Prestidge | 2/5/2025 | 7,048 | 227,509 | |||||||||||||||
2/5/2025 |
|
|
|
| 3,524 |
| 7,048 |
| 10,572 |
|
|
| 227,580 | |||||
2/5/2025 | 212,500 | 425,000 | 786,250 | |||||||||||||||
| (a) | Represent the value of potential payments under the Annual Incentive Plan to the NEOs based on 2025 performance. Management incentive award amounts shown above represent potential awards that may have been earned based on performance during 2025. The actual amounts earned pursuant to Annual Incentive Plan awards for 2025 are reported in the “Summary Compensation Table” above. For more information regarding the Annual Incentive Plan, see below and also refer to “Compensation Discussion and Analysis” in this Proxy Statement. |
| (b) | Represents performance-based RSUs that vest based upon the achievement of certain performance goals during the three-year period beginning January 1, 2025 and ending December 31, 2027. These RSUs were issued pursuant to the 2020 Equity Incentive Plan and a form of award agreement and are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the 2020 Equity Incentive Plan and the form of award agreement. Performance-based RSU award amounts shown above do not reflect the impact of the TSR modifier. For additional information, see “Compensation Discussion and Analysis — Compensation Program Philosophy and Objections” and “Compensation Discussion and Analysis — Elements of our Executive Compensation Program — Long-Term Incentive Awards.” |
| (c) | Represents time-based RSUs that cliff vest upon the third anniversary of the date of grant. These RSUs were issued pursuant to the 2020 Equity Incentive Plan and a form of award agreement and are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the 2020 Equity Incentive Plan and the form of award agreement. For additional information, see “Compensation Discussion and Analysis — Elements of our Executive Compensation Program — Long-Term Incentives.” |
| (d) | Reflects the grant date fair value calculated in accordance with the provisions of the Stock Compensation Topic of the ASC. The value of the performance-based stock awards is based on the probable outcome of the applicable performance conditions. For more information regarding outstanding awards held by the NEO, refer to section “Outstanding Equity Awards at Fiscal Year End” below. |
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Contracts and Incentive Plans
Set forth below is a summary of our employment agreements with Messrs. Furr, Winges and Thompson. We do not have an employment agreement with Messrs. Jeremy B. Ford and Prestidge. Also set forth below is a description of our incentive plans, pursuant to which the awards included in the Outstanding Equity Awards at Fiscal Year-End Table below were made to our NEOs. The Compensation Committee believes that the arrangements described below serve our interests and the interests of our stockholders because they help secure the continued employment and dedication of our NEOs prior to or following a change in control, without concern for their own continued employment.
Employment Contracts
Mr. Furr. In connection with the appointment of Mr. Furr as Chief Financial Officer of the Company, the Company and Mr. Furr entered into an employment agreement effective as of September 1, 2016. The employment agreement remained in effect until the third anniversary of the effective date. In August 2019 and August 2022, the employment agreement was amended to extend its term until August 31, 2022 and August 31, 2025, respectively. Mr. Furr’s employment agreement was further amended on December 8, 2025, to extend the term of the agreement to August 31, 2028. Pursuant to this amended agreement, Mr. Furr is entitled to a minimum annual base salary of $575,000 and is eligible to participate in (1) an annual incentive bonus program adopted by the Compensation Committee of the Board of Directors of the Company, or whomever is delegated such authority by the Board of Directors, and (2) any long-term incentive award programs adopted by the Compensation Committee, or whomever is delegated such authority by the Board of Directors. Mr. Furr also is entitled to reimbursement of employment-related expenses and to participate in the employee benefit programs generally available to employees of the Company. In consideration for the addition of the 24-month customer non-solicitation provision and the increased time period of the employee non-solicitation provision from twelve to 24 months, as well as other additional provisions, the first amendment to the employment agreement provided that Mr. Furr was entitled to receive a grant of RSUs having an aggregate fair market value of $325,000 on the date of grant. As consideration for Mr. Furr entering into a second amendment to employment with the Company, Mr. Furr was entitled to receive a grant of RSUs having an aggregate fair market value of $300,000 on the date of grant. The third amendment to the employment agreement expanded the employee non-interference/solicit provisions and removed the non-competition provision, among other changes, including in the event of Mr. Furr’s death or disability, Mr. Furr (or his estate) will be entitled to receive (i) the Furr Accrued Amounts and (ii) a pro rata portion of his target Incentive Bonus for such period, provided that Mr. Furr (or his estate) executes and delivers a release to the Company. For a description of compensation and benefits to which Mr. Furr is entitled in the event of his termination or a change in control, see “Potential Payments Upon Termination or Change-in-Control” below.
Mr. Winges. The Company entered into an employment agreement with Mr. Winges that became effective upon his commencement of his employment with us on February 20, 2019. The employment agreement remained in effect until February 20, 2022. On March 31, 2022, the employment agreement was amended to extend its term until February 20, 2025, to remove certain provisions no longer applicable and add and modify other provisions to be consistent with other employment agreements. On April 25, 2025, the employment agreement was further amended to extend the term until February 29, 2028, and to make certain additional changes (see “Compensation Discussion and Analysis –
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Severance and Other Post-Termination Arrangements – Winges Employment Agreement”). Pursuant to this amended agreement, Mr. Winges is entitled to an annual base salary of $500,000 and is eligible to participate in (1) an annual incentive bonus program adopted by the Compensation Committee of the Board of Directors of the Company, or whomever is delegated such authority by the Board, and (2) any long-term incentive award programs adopted by the Compensation Committee, or whomever is delegated such authority by the Board. The agreement also includes, among other things, customary non-interference and non-disparagement provisions. Mr. Winges’s non-interference obligations continue for 18 months following the earlier of (i) his termination and (ii) termination of his employment agreement. In consideration for the addition of the non-interference and non-disparagement provisions, as well as other additional provisions, the first amendment to employment agreement provided that Mr. Winges was entitled to receive a grant of 8,892 RSUs. For a description of compensation and benefits to which Mr. Winges is entitled in the event of his termination or a change in control, see “Potential Payments Upon Termination or Change-in-Control” below.
Mr. Thompson. In connection with the promotion of Mr. Thompson as President and Chief Executive Officer of PrimeLending on October 25, 2019, the Company and Mr. Thompson entered into an employment agreement that became effective as of January 1, 2020. The employment agreement remained in effect until December 31, 2022. On December 31, 2022, the employment agreement was amended to extend its term until December 31, 2025, to remove certain provisions no longer applicable and modify other provisions to be consistent with other employment agreements. On February 2, 2026, the employment agreement was further amended to extend its term until December 31, 2028. Pursuant to this amended employment agreement, Mr. Thompson is entitled to a minimum annual base salary of $800,000 and is eligible to participate in (1) an annual incentive bonus program adopted by the Compensation Committee of the Board of Directors of the Company, or whomever is delegated such authority by the Board, and (2) any long-term incentive award programs adopted by the Compensation Committee, or whomever is delegated such authority by the Board. Mr. Thompson also is entitled to reimbursement of employment-related expenses and to participate in the employee benefit programs generally available to employees of the Company. The agreement also includes, among other things, customary non-competition, non-solicitation and confidentiality provisions. Mr. Thompson’s non-competition obligations continue for 12 months following his termination, and Mr. Thompson’s non-solicitation obligations continue for 18 months following the earlier of (i) his termination and (ii) the termination of his employment agreement. Additionally, pursuant to his employment agreement, Mr. Thompson received a sign-on grant of RSUs having an aggregate fair market value of $125,000 on the date of grant. With respect to calendar year 2020, the employment agreement provided that the value of his long-term incentive award granted in 2020 was at least $300,000. As consideration for Mr. Thompson entering into a first amendment to employment with the Company, Mr. Thompson was entitled to receive a grant of RSUs having an aggregate fair market value of $300,000 on the date of grant. For a description of compensation and benefits to which Mr. Thompson is entitled in the event of his termination or a change in control, see “Potential Payments Upon Termination or Change-in-Control” below.
Equity Incentive Plan
On July 23, 2020, our stockholders approved the 2020 Equity Incentive Plan. The 2020 Equity Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, or SARs, restricted stock, RSUs, performance awards, dividend equivalent rights and other equity-based awards, which may be granted singly or in combination, and may be paid in cash or shares of our common stock, to our directors, officers and other employees and those of our subsidiaries selected by our Compensation Committee. At inception, 3,650,000 shares were authorized for issuance pursuant to the 2020 Equity Incentive Plan. All shares granted and outstanding pursuant to the 2020 Equity Incentive
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Plan, whether vested or unvested, are entitled to receive dividends and to vote, unless forfeited. Generally, holders of restricted stock will be entitled to vote and receive dividends on their restricted shares, but our Compensation Committee may determine, in its discretion, whether dividends paid while the shares are subject to restrictions may be reinvested in additional shares of restricted stock. All other awards, including RSUs, are not entitled to dividends nor to vote; however, an award of RSUs may provide for rights with respect to dividends or dividend equivalents.
Stock options granted under the 2020 Equity Incentive Plan may be either “incentive stock options” within the meaning of Section 422 of the Code, or nonqualified stock options. All of the shares available for issuance as an award under the 2020 Equity Incentive Plan may be delivered pursuant to incentive stock options. Other than during the first calendar year in which a non-employee director has been elected to serve on the Board of Directors, no such director may be granted awards under the 2020 Equity Incentive Plan in any calendar year that, when taken together with all cash retainers and other fees paid to the director for services to Hilltop for the same calendar year, exceed $450,000 in the aggregate (with the value of any equity awards determined as of the date of grant); provided, however, the Chairman may be granted an award or awards each calendar year in an aggregate amount not to exceed 50,000 shares, which shall be in addition to the $450,000 annual limit on awards to non-employee directors described above. Five percent of the shares of our common stock that may be issued pursuant to awards under the 2020 Equity Incentive Plan may be granted with (or amended by the Compensation Committee to include) more favorable vesting conditions than those set forth in the 2020 Equity Incentive Plan.
The 2020 Equity Incentive Plan is administered by our Compensation Committee, which has the discretion to, among other things, determine the persons to whom awards will be granted, the number of shares of our common stock to be subject to awards and performance goals and other terms and conditions of the awards. Such performance goals may be applied to our Company as a whole, any of our subsidiaries or affiliates, and/or any of our divisions or strategic business units, and may be used to evaluate performance relative to a market index or a group of other companies. Further, the Compensation Committee has the authority to adjust the performance goals in recognition of unusual or non-recurring events. The 2020 Equity Incentive Plan provides that in no event will the Compensation Committee be authorized to re-price stock options, or to lower the base or exercise price of any SARs granted under such plan, without obtaining the approval of our stockholders.
Except as otherwise permitted by our Compensation Committee, awards granted under the 2020 Equity Incentive Plan will be transferable only by will or through the laws of descent and distribution, and each stock option will be exercisable during the participant’s lifetime only by the participant or, upon the participant’s death, by his or her estate. Director compensation paid in the form of our common stock, whether at our or the director’s election, is issued through the 2020 Equity Incentive Plan.
Annual Incentive Plan
On September 20, 2012, our stockholders originally approved the Annual Incentive Plan. Our stockholders then reapproved the performance goals contained in the Annual Incentive Plan on June 15, 2017. The Annual Incentive Plan provides for a cash bonus to key employees who are selected by the Compensation Committee for participation in the plan. The Annual Incentive Plan is intended to permit the payment of “performance-based compensation” and is designed to reward executives whose performance during the fiscal year enabled us to achieve favorable business results and to assist us in attracting and retaining executives. A participant may receive a cash bonus under the Annual Incentive Plan based on the attainment, during each performance period, of performance objectives in support of our
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business strategy that are established by our Compensation Committee. These performance objectives may be based on one or more of the performance criteria outlined in the Annual Incentive Plan.
The performance objectives may be applied with respect to Hilltop or any one or more of our subsidiaries, divisions, business units or business segments and may be applied to performance relative to a market index or a group of other companies. The Compensation Committee may adjust the performance goals applicable to any awards to reflect any unusual or non-recurring events.
Participation in the Annual Incentive Plan does not guarantee the payment of an award. All awards payable pursuant to the Annual Incentive Plan are discretionary and subject to approval by our Compensation Committee. After the performance period ends, the Compensation Committee determines the payment amount of individual awards based on the achievement of the performance objectives. No participant in the Annual Incentive Plan may receive an award that exceeds $10,000,000 per year. Except as otherwise provided in a participant’s employment or other individual agreement, the payment of a cash bonus to a participant for a performance period is conditioned upon the participant’s active employment on the date that the final awards are paid. We may amend or terminate the Annual Incentive Plan at any time.
Outstanding Equity Awards at Fiscal Year End
The following table presents information pertaining to all outstanding equity awards held by the NEOs as of December 31, 2025.
Stock Awards | ||||||||
| Equity Incentive | |||||||
|
| Equity Incentive | Plan Awards: | |||||
|
| Plan Awards: | Market or Payout of | |||||
| Number of | | Market Value of | | Number of Unearned | | Value of Unearned | |
Shares or Units | Shares or Units | Shares, Units or | Shares, Units or | |||||
of Stock That | of Stock That | Other Rights That | Other Rights That | |||||
Have Not Vested | Have Not Vested | Have Not Vested | Have Not Vested | |||||
Name | (#) | (a)($) | (a)(#) | (a)($) | ||||
Jeremy B. Ford | 38,147 | (b) | 1,294,709 | 30,707 | (c) | 1,042,196 | ||
42,565 | (d) | 1,444,656 | 76,617 | (e) | 2,600,381 | |||
40,428 | (f) | 1,372,126 | 72,770 | (g) | 2,469,814 | |||
William B. Furr | 9,208 | (b) | 312,520 | 7,412 | (c) | 251,563 | ||
10,275 | (d) | 348,734 | 18,495 | (e) | 627,720 | |||
10,224 | (f) | 347,003 | 18,401 | (g) | 624,530 | |||
M. Bradley Winges | 13,154 | (b) | 446,447 | 10,588 | (c) | 359,357 | ||
20,385 | (d) | 691,867 | 51,372 | (e) | 1,743,566 | |||
19,363 | (f) | 657,180 | 37,638 | (g) | 1,277,434 | |||
Stephen Thompson | 10,523 | (b) | 357,151 | 8,471 | (c) | 287,506 | ||
11,745 | (d) | 398,625 | 21,141 | (e) | 717,526 | |||
11,618 | (f) | 394,315 | 20,910 | (g) | 709,685 | |||
Corey G. Prestidge | 6,314 | (b) | 214,297 | 5,082 | (c) | 172,483 | ||
7,050 | (d) | 239,277 | 12,690 | (e) | 430,699 | |||
7,048 | (f) | 239,209 | 12,686 | (g) | 430,563 | |||
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| (a) | Value based upon the closing price of $33.94 for our common stock on December 31, 2025. With respect to performance-based RSUs, the number of shares underlying each award was calculated based on the achievement of maximum level performance due to certain modifiers utilized in the performance calculation. |
| (b) | Represents time-based RSUs that cliff vested on February 8, 2026. |
| (c) | Represents shares underlying performance-based RSUs that vested on February 8, 2026 upon the achievement of certain performance goals during the three-year period beginning January 1, 2023 and ending December 31, 2025. Actual shares issued under performance awards were 80.5% of unvested shares, as approved by the Compensation Committee on February 11, 2026. |
| (d) | Represents time-based RSUs that cliff vest upon the earlier of February 8, 2027 and a termination of employment without cause within the twelve months following or six months preceding a change of control. |
| (e) | Represents performance-based RSUs that vest upon the achievement of maximum level performance during the three-year period beginning January 1, 2024 and ending December 31, 2026. |
| (f) | Represents time-based RSUs that cliff vest upon the earlier of February 5, 2028 and a termination of employment without cause within the twelve months following or six months preceding a change of control. |
| (g) | Represents performance-based RSUs that vest upon the achievement of maximum level performance during the three-year period beginning January 1, 2025 and ending December 31, 2027. |
Option Exercises and Stock Vested in 2025
The following table presents information pertaining to any outstanding RSU awards held by the NEOs that vested during 2025. There were no option awards outstanding during 2025.
Stock Awards | |||||
Number of | Value | ||||
| Shares Acquired | | Realized on | ||
Name | on Vesting (#) | Vesting ($) | |||
Jeremy B. Ford | 45,940 |
| 1,475,133 | (a) | |
William B. Furr |
| 23,485 |
| 787,540 | (b) |
M. Bradley Winges | 13,338 |
| 428,283 | (a) | |
Stephen Thompson |
| 23,254 |
| 765,311 | (c) |
Corey G. Prestidge | 8,151 | 261,729 | (a) | ||
| (a) | Value based upon the closing price of $32.11 for our common stock on February 7, 2025 multiplied by the respective number of vested RSUs. |
| (b) | Value based upon the closing prices of $32.11 and $35.08 for our common stock on February 7, 2025 and August 29, 2025, respectively, multiplied by the respective number of vested RSUs. |
| (c) | Value based upon the closing prices of $32.11 and $34.14 for our common stock on February 7, 2025 and December 30, 2025, respectively, multiplied by the respective number of vested RSUs. |
Potential Payments Upon Termination or Change-in-Control
The 2020 Equity Incentive Plan, under which we have granted awards to the NEOs, contain specific termination and change in control provisions. We determined to include a change in control provision in the plans to be competitive with what we believe to be the standards for the treatment of equity upon a change in control for similar companies and so that employees who remain after a change in control would be treated the same with regard to equity as the general stockholders who could sell or otherwise transfer their equity upon a change in control. Under the terms of the 2020 Equity Incentive Plan, all equity award agreements contain “double trigger” provisions, which require termination of employment within the six months preceding or the twelve months following a change in control in order for the equity awards to vest in connection with a change in control.
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Employment Contracts
Mr. Furr: If Mr. Furr’s amended employment agreement is terminated (1) by Mr. Furr, (2) by the Company for “cause” (as such term is defined in the employment agreement), or (3) in the event of Mr. Furr’s death or disability, Mr. Furr (or his estate, as applicable) will be entitled to receive his base salary through the effective date of such termination, all earned and unpaid and/or vested, nonforfeitable amounts owed to him at such time under the employment agreement or under any compensation or benefit plans, and reimbursement for any unreimbursed business expenses incurred prior to the effective date of such termination. With respect to a termination resulting from Mr. Furr’s death or disability, the unvested portion of the equity grants granted to him also will vest pro rata, subject to certain conditions, and Mr. Furr (or his estate) will be entitled to receive a pro rata portion of his target Incentive Bonus for such period, provided that Mr. Furr (or his estate) executes and delivers a release to the Company.
If Mr. Furr’s amended employment is terminated by the Company without “cause” (other than pursuant to a “change in control” (as such term is defined in the employment agreement)), Mr. Furr will be entitled to receive the amounts in the foregoing paragraph and, subject to his execution and delivery to the Company of a release, a lump-sum cash payment equal to the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the Incentive Bonus paid to him in respect of the calendar year immediately preceding the year of the termination.
If Mr. Furr’s amended employment is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “change in control,” Mr. Furr will be entitled to receive the same amount upon a termination for “cause” and a lump-sum cash payment equal to two times the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the Incentive Bonus paid to him in respect of the calendar year immediately preceding the year of the termination, provided that Mr. Furr executes and delivers a release to the Company. Any unvested portion of the equity grants also will vest. Notwithstanding, any amounts payable to Mr. Furr upon a change in control shall not constitute a “parachute payment” and shall be reduced accordingly.
Mr. Winges: If Mr. Winges’s amended employment agreement is terminated (1) by Mr. Winges, (2) by the Company for “cause” (as such term is defined in the employment agreement), or (3) in the event of Mr. Winges’s death or disability, Mr. Winges (or his estate, as applicable) will be entitled to receive his base salary through the effective date of such termination, all earned and unpaid and/or vested, nonforfeitable amounts owed to him at such time under the amended employment agreement, or under any compensation or benefit plans, and reimbursement for any unreimbursed business expenses incurred prior to the effective date of such termination. In addition to the amounts set forth immediately above, with respect to a termination resulting from Mr. Winges’s death or disability or a termination by Mr. Winges after reaching the age of 65, Mr. Winges (or his estate) will be entitled to receive a pro rata portion of his target Incentive Bonus for such period, provided that Mr. Winges (or his estate) executes and delivers a release to the Company.
If Mr. Winges’s amended employment is terminated by the Company without “cause” (other than pursuant to a “change in control” (as such term is defined in his employment agreement)), Mr. Winges will be entitled to receive the amounts set forth in the foregoing paragraph and, subject to his execution and delivery to the Company of a release, a lump-sum cash payment equal to the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the average Incentive Bonuses paid to him in the three calendar years immediately preceding the year of the termination.
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If Mr. Winges’s employment is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “change in control,” Mr. Winges will be entitled to receive the amounts set forth in the first paragraph of this section and a lump-sum cash payment equal to two times the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the average Incentive Bonuses paid to him in the three calendar years immediately preceding the year of the termination, provided that Mr. Winges executes and delivers a release to the Company. Any unvested RSU awards also will vest if Mr. Winges is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “change in control.” Notwithstanding, any amounts payable to Mr. Winges upon a “change in control” shall not constitute a “parachute payment” and will be reduced accordingly.
Mr. Thompson: If Mr. Thompson’s amended employment agreement is terminated (1) by Mr. Thompson, (2) by the Company for “cause” (as such term is defined in the employment agreement), or (3) in the event of Mr. Thompson’s death or disability, Mr. Thompson (or his estate, as applicable) will be entitled to receive his base salary through the effective date of such termination, all earned and unpaid and/or vested, nonforfeitable amounts owed to him at such time under the employment agreement or under any compensation or benefit plans, and reimbursement for any unreimbursed business expenses incurred prior to the effective date of such termination.
If Mr. Thompson’s amended employment is terminated by the Company without “cause” (other than pursuant to a “change in control” (as such term is defined in the employment agreement)), Mr. Thompson will be entitled to receive the amounts in the foregoing paragraph and, subject to his execution and delivery to the Company of a release, a lump-sum cash payment equal to the sum of (A) his annual base salary rate immediately prior to the effective date of such termination, (B) an amount equal to the Incentive Bonus paid to him in respect of the calendar year immediately preceding the year of the termination and (C) the cost of COBRA for a period of twelve months.
If Mr. Thompson’s amended employment is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “change in control,” Mr. Thompson will be entitled to receive the same amount upon a termination for “cause”, the cost of COBRA for a period of twelve months, and a lump-sum cash payment equal to two times the sum of (A) his annual base salary rate immediately prior to the effective date of such termination and (B) an amount equal to the Incentive Bonus paid to him in respect of the calendar year immediately preceding the year of the termination, provided that Mr. Thompson executes and delivers a release to the Company. Any unvested portion of the equity grants also will vest. Notwithstanding, any amounts payable to Mr. Thompson upon a change in control shall not constitute a “parachute payment” and shall be reduced accordingly.
Definitions of “Cause” and “Disability” Under Employment Contracts
For the purposes of the employment agreements of Messrs. Furr, Winges and Thompson, “cause” means:
| ● | an act of fraud, embezzlement or theft; |
| ● | the Company is required to remove or replace executive by formal order or formal or informal instruction, including a requested consent order or agreement, from the Federal Reserve or any other regulatory authority having jurisdiction; |
| ● | intentional wrongful damage to property of the Company; |
| ● | intentional wrongful disclosure of trade secrets or confidential information of the Company; |
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| ● | intentional violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order; |
| ● | intentional breach of fiduciary duty involving personal profit; |
| ● | intentional action or inaction that causes material economic harm to the Company; |
| ● | a material violation of the Company’s written policies, standards or guidelines applicable to executive; or |
| ● | the failure or refusal of executive to follow the reasonable lawful directives of the Board or, in case of Messrs. Furr and Thompson, their respective supervisors. |
For the purposes of the employment agreement with Messrs. Furr, Winges and Thompson, “disability” is defined in accordance with our disability policy in effect at the time of the disability.
Set forth below are the amounts that Messrs. Jeremy B. Ford, Furr, Winges, Thompson and Prestidge would have received if the specified events had occurred on December 31, 2025.
| | Termination due | | | ||||||||
Termination for | to Death or | Termination | Change of | |||||||||
Jeremy B. Ford | Cause | Disability | Without Cause | Control | ||||||||
Accrued amounts | $ | — | $ | — | $ | — | $ | — | ||||
Cash payment |
| — |
| — |
| — |
| — | ||||
Cash severance |
| — |
| — |
| — |
| — | ||||
Restricted stock units (a) |
| — |
| 4,973,513 |
| 4,973,513 |
| 8,222,949 | ||||
Welfare benefits |
| — |
| — |
| — |
| — | ||||
Total | $ | — | $ | 4,973,513 | $ | 4,973,513 | $ | 8,222,949 | ||||
| (a) | RSUs vest ratably upon the death or disability of the participant or termination of the participant without cause. The foregoing assumes the death or disability or termination of the participant without cause on December 31, 2025. If a change of control under the 2020 Equity Incentive Plan occurs and assuming participant is terminated without cause on the date of the change in control, all unvested RSUs vest upon such event, which for purposes of the foregoing assumes December 31, 2025. In each case, it is assumed the target award is achieved or utilized to calculate vesting of performance awards. The form of award governing a portion of the RSUs includes a non-solicitation provision that is triggered upon the participant’s termination. For additional information, see “— Incentive Plans.” |
| | Termination due | | | ||||||||
Termination for | to Death or | Termination | Change of | |||||||||
William B. Furr | Cause | Disability | Without Cause | Control | ||||||||
Accrued amounts | $ | — | $ | — | $ | — | $ | — | ||||
Cash payment |
| — |
| — |
| — |
| — | ||||
Cash severance (a) |
| — |
| 525,000 |
| 1,156,132 |
| 2,312,264 | ||||
Restricted stock units (b) |
| — |
| 1,209,314 |
| 1,209,314 |
| 2,016,477 | ||||
Welfare benefits |
| — |
| — |
| — |
| — | ||||
Total | $ | — | $ | 1,734,314 | $ | 2,365,446 | $ | 4,328,741 | ||||
| (a) | Cash severance calculation if Mr. Furr is terminated without cause is based upon the sum of: (i) Mr. Furr’s annual base salary rate and (ii) an amount equal to annual incentive cash bonus paid to Mr. Furr in respect of the calendar year immediately preceding the year of the date of termination. If his employment is terminated without cause upon a change of control, the cash severance calculation is based upon two times the sum of: (i) Mr. Furr’s annual base salary rate and (ii) an amount equal to annual incentive cash bonus paid to Mr. Furr in respect of the calendar year immediately preceding the year of the date of termination. If his employment is terminated due to death or disability, the cash severance calculation is based upon an amount equal to the pro rata portion of Mr. Furr’s target incentive cash bonus for such period. Assumes death or disability on December 31, 2025. |
| (b) | RSUs vest ratably upon the death or disability of the participant or termination of the participant without cause. The foregoing assumes the death or disability or termination of the participant without cause on December 31, 2025. If a change of control under the 2020 Equity Incentive |
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| Plan occurs and assuming participant is terminated without cause on the date of the change in control, all unvested RSUs vest upon such event, which for purposes of the foregoing assumes December 31, 2025. In each case, it is assumed the target award is achieved or utilized to calculate vesting of performance awards. The form of award governing a portion of the RSUs includes a non-solicitation provision that is triggered upon the participant’s termination. For additional information, see “— Incentive Plans.” |
| | Termination due | | | ||||||||
Termination for | to Death or | Termination | Change of | |||||||||
M. Bradley Winges | Cause | Disability | Without Cause | Control | ||||||||
Accrued amounts | $ | — | $ | — | $ | — | $ | — | ||||
Cash payment |
| — | — | — | — | |||||||
Cash severance (a) |
| — | 1,950,000 | 2,309,235 | 4,618,471 | |||||||
Restricted stock units (b) |
| — | 2,237,732 | 2,237,732 | 3,920,274 | |||||||
Welfare benefits |
| — | — | — | — | |||||||
Total | $ | — | $ | 4,187,732 | $ | 4,546,967 | $ | 8,538,744 | ||||
| (a) | Cash severance calculation if Mr. Winges is terminated without cause is based upon the sum of: (i) Mr. Winges’s annual base salary rate and (ii) an amount equal to the average incentive cash bonus paid to Mr. Winges in respect of the three calendar years immediately preceding the year of the date of termination. If his employment is terminated without cause upon a change of control, the cash severance calculation is based upon two times the sum of: (i) Mr. Winges’s annual base salary rate and (ii) an amount equal to the average incentive cash bonus paid to Mr. Winges in respect of the three calendar years immediately preceding the year of the date of termination. If his employment is terminated due to death or disability, the cash severance calculation is based upon an amount equal to the pro rata portion of Mr. Winges’s target incentive cash bonus for such period. Assumes death or disability on December 31, 2025. |
| (b) | RSUs vest ratably upon the death or disability of the participant or termination of the participant without cause. The foregoing assumes the death or disability or termination of the participant without cause on December 31, 2025. If a change of control under the 2020 Equity Incentive Plan occurs and assuming participant is terminated without cause on the date of the change of control, all unvested RSUs vest upon such event, which for purposes of the foregoing assumes December 31, 2025. In each case, it is assumed the target award is achieved or utilized to calculate vesting of performance awards. The form of award governing a portion of the RSUs includes a non-solicitation provision that is triggered upon the participant’s termination. For additional information, see “— Incentive Plans.” |
| Termination due | | | |||||||||
Termination for | to Death or | Termination | Change of | |||||||||
Stephen Thompson | Cause | Disability | Without Cause | Control | ||||||||
Accrued amounts | $ | — | $ | — | $ | — | $ | — | ||||
Cash payment |
| — |
| — |
| — |
| — | ||||
Cash severance (a) |
| — |
| 800,000 |
| 1,361,705 |
| 2,723,410 | ||||
Restricted stock units (b) |
| — |
| 1,380,881 |
| 1,380,881 |
| 2,300,148 | ||||
Welfare benefits |
| — |
| 24,548 |
| 24,548 |
| 24,548 | ||||
Total | $ | — | $ | 2,205,429 | $ | 2,767,134 | $ | 5,048,106 | ||||
| (a) | Cash severance calculation if Mr. Thompson is terminated without cause is based upon the sum of: (i) Mr. Thompson’s annual base salary rate and (ii) an amount equal to annual incentive cash bonus paid to Mr. Thompson in respect of the calendar year immediately preceding the year of the date of termination. If his employment is terminated without cause upon a change of control, the cash severance calculation is based upon two times the sum of: (i) Mr. Thompson’s annual base salary rate and (ii) an amount equal to annual incentive cash bonus paid to Mr. Thompson in respect of the calendar year immediately preceding the year of the date of termination. If his employment is terminated due to death or disability, the cash severance calculation is based upon an amount equal to the pro rata portion of Mr. Thompson’s target incentive cash bonus for such period. Assumes death or disability on December 31, 2025. |
| (b) | RSUs vest ratably upon the death or disability of the participant or termination of the participant without cause. The foregoing assumes the death or disability or termination of the participant without cause on December 31, 2025. If a change of control under the 2020 Equity Incentive Plan occurs and assuming participant is terminated without cause on the date of the change in control, all unvested RSUs vest upon such event, which for purposes of the foregoing assumes December 31, 2025. In each case, it is assumed the target award is achieved or utilized to calculate vesting of performance awards. The form of award governing a portion of the RSUs includes a non-solicitation provision that is triggered upon the participant’s termination. For additional information, see “— Incentive Plans.” |
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| | Termination due | | | ||||||||
Termination for | to Death or | Termination | Change of | |||||||||
Corey G. Prestidge | Cause | Disability | Without Cause | Control | ||||||||
Accrued amounts | $ | — | $ | — | $ | — | $ | — | ||||
Cash payment |
| — |
| — |
| — |
| — | ||||
Cash severance |
| — |
| — |
| — |
| — | ||||
Restricted stock units (a) |
| — |
| 830,127 |
| 830,127 |
| 1,385,567 | ||||
Welfare benefits |
| — |
| — |
| — |
| — | ||||
Total | $ | — | $ | 830,127 | $ | 830,127 | $ | 1,385,567 | ||||
| (a) | RSUs vest ratably upon the death or disability of the participant or termination of the participant without cause. The foregoing assumes the death or disability or termination of the participant without cause on December 31, 2025. If a change of control under the 2020 Equity Incentive Plan occurs and assuming participant is terminated without cause on the date of the change in control, all unvested RSUs vest upon such event, which for purposes of the foregoing assumes December 31, 2025. In each case, it is assumed the target award is achieved or utilized to calculate vesting of performance awards. The form of award governing a portion of the RSUs includes a non-solicitation provision that is triggered upon the participant’s termination. For additional information, see “— Incentive Plans.” |
Incentive Plans
Under the 2020 Equity Incentive Plan, a change in control generally occurs if: (i) with certain exceptions, any person becomes the owner of 33% or more of the outstanding shares of our common stock or the combined voting power of our outstanding stock and other voting securities; (ii) a majority of the directors serving on our Board of Directors are replaced other than by new directors approved by at least two-thirds of the members of our Board of Directors; (iii) we are not the surviving company after a merger or consolidation or sale of all or substantially all of our assets; or (iv) with certain exceptions, our stockholders approve a plan of complete liquidation or dissolution.
In 2019, the Compensation Committee of the Board of Directors adopted new forms of award agreements that provide for a “double trigger”, which requires termination “without cause” or for “good reason” within the six months preceding or twelve months following a change in control in order for the equity awards to vest in connection with a change in control. We believe the “double trigger” is in line with current practices of public companies. Accordingly, grantees will not receive any additional benefit if their employment continues following a change in control.
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer, or PEO, and our other NEOs and certain Company financial performance metrics. The SEC-defined “compensation actually paid” data set forth in the table below does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year or how the Compensation Committee evaluates compensation decisions in light of the Company’s performance or individual performance. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to the Compensation Program Philosophy and Objectives in the “Compensation Discussion and Analysis” section of this Proxy Statement.
Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may expressly do so.
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Pay | Performance | |||||||||||||||||||||||
| |
| |
| |
| |
| | Cumulative Total | | |
| |||||||||||
Shareholder Return | ||||||||||||||||||||||||
PEO | Average of Non-PEO NEOs | (Value of Initial Fixed $100 Investment) | ||||||||||||||||||||||
SCT Total | Compensation | SCT Total | Compensation | Cumulative | Peer Group | Net | Basic Earnings | |||||||||||||||||
Year (a) | Compensation | Actually Paid (b) | Compensation | Actually Paid (b) | TSR | TSR (c) | Income ($M) | Per Share (d) | ||||||||||||||||
2025 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
2024 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
2023 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
2022 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
2021 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
| (a) | For each covered year, the PEO was |
| (b) | Amounts reported in this column are based on total compensation reported for our PEO and other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |
| (c) | Pursuant to Item 402(v) of Regulation S-K, the Company used the same peer group used for purposes of Item 201(e) of Regulation S-K, S&P Regional Banks Select Industry Index. In prior year disclosures, the Company used the KBW NASDAQ Regional Bank Index which would have resulted in cumulative TSR of $ |
| (d) | Represent |
2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||
Non-PEO | Non-PEO | Non-PEO | Non-PEO | Non-PEO | |||||||||||||||||||||||||
Adjustments | PEO | | NEOs | | PEO | | NEOs | | PEO | | NEOs | PEO | | NEOs | PEO | | NEOs | ||||||||||||
Total from Summary Compensation Table | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||||
Subtract grant date fair value of equity awards reported in Summary Compensation Table for the covered year | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||
Add fair value at year-end of any equity awards granted in the covered year that are outstanding and unvested as of the end of the covered year | | | | | | | | | | | |||||||||||||||||||
Add/subtract change in fair value of awards granted in any prior year that are outstanding and unvested at end of covered year | | | ( | ( | | | ( | ( | | | |||||||||||||||||||
Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||
Add/subtract change in fair value as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | ( | ( | ( | ( | | | ( | | | | |||||||||||||||||||
Subtract fair value of awards forfeited in current covered year determined at end of prior covered year | — | — | — | — | ( | ( | — | — | — | — | |||||||||||||||||||
Total Impact: Adjustments for stock and option awards | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | ( | $ | ( | $ | | $ | | |||||||||
Compensation Actually Paid (as calculated) | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||||
Stock awards for our NEOs consist of a combination of time-based restricted stock units and performance-based restricted stock units. Equity fair values are calculated in accordance with the provisions of the Stock Compensation Topic of the ASC. The fair value of unvested time-based restricted stock units, as well as the fair value of all share-based awards upon vesting, is based upon the closing price of a share on the NYSE as of the applicable measurement date. The fair value of unvested performance-based restricted stock units is based upon the probable outcome of the applicable performance conditions as of the measurement date. We do not grant stock options to our NEOs. Additionally, none of our NEOs participate in a defined benefit or actuarial pension plan.
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Most Important Financial Performance Measures
The following were the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance:
| ● |
| ● |
| ● |
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance
The charts below describe the relationship between compensation actually paid to our Chief Executive Officer and the average of the compensation actually paid to our other NEOs (as calculated above) and our financial and stock performance for the indicated years. In addition, the first chart below compares our cumulative TSR and peer group cumulative TSR for the indicated years.
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CEO Pay Ratio
Item 402(u) of Regulation S-K, implementing a requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires that we disclose a ratio that compares the annual total compensation of our median employee to that of our CEO.
In order to determine the median employee, we prepared a list of all employees as of December 31, 2025, along with their gross income as reported on IRS form W-2 for 2025. We included all employees, whether employed on a full-time, part-time, or seasonal basis. Gross income as reported on IRS form W-2 for 2025 was annualized for those employees that were permanent employees but were not employed for the full year. No assumptions, adjustments or estimates were made with respect to total compensation. We believe that W-2 income is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees.
The annual compensation for 2025 for Jeremy B. Ford, who served as our President and Chief Executive Officer, was $3,181,480. The annual compensation for the median employee for 2025 was $81,523. The resulting ratio of Mr. Jeremy B. Ford’s pay to that of our median employee for 2025 was 39:1.
We believe executive pay must be internally consistent and equitable to motivate our employees to create stockholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay our executive officers receive and the pay our non-managerial employees receive.
EQUITY AWARD TIMING
Compensation Committee Interlocks and Insider Participation
During fiscal year 2025, directors Rhodes R. Bobbitt, W. Robert Nichols, III and Robert Taylor and former director A. Haag Sherman served on the Compensation Committee. During fiscal year 2025:
| ● | none of the members of our Compensation Committee is, or has ever been, one of our officers or employees; |
| ● | none of the members of our Compensation Committee had any relationships with the Company requiring disclosure under “Certain Relationships and Related Party Transactions”; |
| ● | none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served on our Compensation Committee; |
| ● | none of our executive officers served as a director of another entity, one of whose executive officers served on our Compensation Committee; and |
| ● | Mr. Jeremy B. Ford served as Chairman of the Board and a member of the Compensation Committee at First Acceptance Corporation. Mr. Prestidge was appointed to Compensation Committee of First Acceptance Corporation in March 2026. Mr. Russell serves as a director of Hilltop and until November |
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| 2021, served as Chief Executive Officer of First Acceptance Corporation. Mr. Russell became the Chief Executive Officer at First Acceptance Corporation in October 2022. Neither Messrs. Jeremy B. Ford, Prestidge nor Russell serve on the Compensation Committee at Hilltop, which approves compensation of Hilltop’s executive officers. First Acceptance Corporation is not a reporting company under the Exchange Act. |
During 2025, Mr. Jeremy B. Ford, Hilltop’s President and Chief Executive Officer, served as a director of Hilltop. On April 24, 2025, Mr. Jeremy B. Ford was appointed Chairman of the Board of Directors of Hilltop. The Board of Directors also appointed a lead independent director of the Board of Directors in connection with Mr. Jeremy B. Ford’s appointment as Chairman. Hilltop’s Compensation Committee is comprised of independent directors, reviews and sets the compensation of Mr. Jeremy B. Ford and does not believe that this interlock pose any risks that are likely to have a material adverse effect on us.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires officers, directors and persons who beneficially own more than ten percent of our stock to file initial reports of ownership and reports of changes in ownership with the SEC.
Based solely on a review of the reports filed with the SEC and representations from our officers and directors, we believe that all Section 16(a) filing requirements for the year ended December 31, 2025, applicable to our officers, directors and greater than ten percent beneficial owners were timely satisfied, except that Mr. Thompson, President and Chief Executive Officer of PrimeLending, failed to file a Form 3 and Forms 4 related to the grant and vesting of equity awards and shares acquired pursuant to both the reinvestment of dividends and the Employee Stock Purchase Plan. The Form 3 and all required Forms 4 were filed for Mr. Thompson in September 2025. Messrs. Bornemann, Furr and Parmenter filed late Forms 4 with respect to purchases under the ESPP. Additionally, Messrs. Gerald J. Ford, Prestidge and Winges filed two late Forms 4 related to dividend reinvestments. Further, Mr. Feinberg filed a Form 4 late with respect to a gift of Company stock and Mr. Russell filed a late Form 4 with respect to director compensation.
Based on written representations from our officers and directors, we believe that no Forms 5 for directors, officers and greater than ten percent beneficial owners were required to be filed with the SEC for the period ended December 31, 2025.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
General
Transactions with related persons are governed by our General Code of Ethics and Business Conduct, which applies to all officers, directors and employees. This code covers a wide range of potential activities, including, among others, conflicts of interest, self-dealing and related party transactions. Related party transactions that are required to be disclosed pursuant to federal securities laws must be reported to the Chief Executive Officer or General Counsel and are subject to approval by the Audit Committee of the Board of Directors. Waiver of the policies set forth in this code will only be permitted when circumstances warrant. Such waivers for directors and executive officers, or that provide a benefit to a director or executive officer, may be made only by the Board of Directors and must be promptly disclosed as required by applicable law or regulation. Absent a review and approval process in conformity with the applicable guidelines relating to the particular transaction under consideration, such arrangements are not permitted.
The Company also has adopted the written Related Party Policy, which sets forth the Company’s policies and procedures for reviewing and approving transactions with related persons — namely, our directors, executive officers, their respective immediate family members and 5% stockholders. The transactions covered by the Related Party Policy include any financial transaction, arrangement or relationship in which the Company is a participant, the related person has or will have a direct or indirect material interest, and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.
After becoming aware of any transaction which may be subject to the Related Party Policy, the related person is required to report all relevant facts with respect to the transaction to the Chief Executive Officer or General Counsel of Hilltop. Upon determination by the Company’s legal department that a transaction requires review under the Related Party Policy, the material facts of the transaction and the related person’s interest in the transaction are provided to the Audit Committee. The transaction is then reviewed by the disinterested members of the Audit Committee, who determine whether approval of the transaction shall be granted. In reviewing a transaction, the Audit Committee considers facts and circumstances that it deems relevant to its determination, such as: management’s assessment of the commercial reasonableness of the transaction; the materiality of the related person’s direct or indirect interest in the transaction; whether the transaction may involve an actual, or the appearance of, a conflict of interest; and, if the transaction involves a director, the impact of the transaction on the director’s independence.
Certain types of transactions are pre-approved in accordance with the terms of the Related Party Policy. These include transactions in the ordinary course of business involving financial products and services provided by, or to, the Company, including loans, provided such transactions are in compliance with Sarbanes-Oxley, Federal Reserve Board Regulation O and other applicable laws and regulations.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Hilltop Plaza Investment
On July 31, 2018, HTH Diamond Hillcrest Land LLC, or Hillcrest Land LLC, purchased approximately 1.7 acres of land in the City of University Park, Texas for $38.5 million. Hillcrest Land LLC is owned equally between Hilltop Investments I, LLC, a wholly owned subsidiary of Hilltop, and Diamond Ground, LLC, an affiliate of Mr. Gerald J. Ford. Each of Hilltop Investments I, LLC and Diamond Ground, LLC contributed $19.3 million to Hillcrest Land LLC to complete the purchase. Trusts for which Jeremy B. Ford and the wife of Corey G. Prestidge are a beneficiary own 10.2% and 10.1%, respectively, of Diamond Ground, LLC.
In connection with the purchase of the land, Hillcrest Land LLC entered into a 99-year ground lease of the land with three tenants-in-common: SPC Park Plaza Partners LLC, or Park Plaza LLC, an unaffiliated entity which received an undivided 50% leasehold interest; HTH Hillcrest Project LLC, or HTH Project LLC, a wholly owned subsidiary of Hilltop, which received an undivided 25% leasehold interest; and Diamond Hillcrest, LLC, or Diamond Hillcrest, an entity controlled by Mr. Gerald J. Ford, which received an undivided 25% leasehold interest, or collectively, the Co-Owners. The ground lease is triple net. The base rent from the Co-Owners under the ground lease commences 18 months after the ground lease was signed at $1.8 million per year and increases 1.0% per year each January 1 thereafter.
Concurrent with the ground lease, the Co-Owners entered into an agreement to purchase the improvements constructed on the land, which is a mixed-use project containing a six-story building, or Hilltop Plaza. HTH Project LLC and Diamond Hillcrest each own an undivided 25% interest in Hilltop Plaza. Park Plaza LLC owns the remaining undivided 50% interest in Hilltop Plaza. Park Plaza LLC has agreed to serve as the Co-Owner property manager under the Co-Owners Agreement; however, certain actions require unanimous approval of all Co-Owners. Hilltop Plaza was funded through a $41.0 million construction loan from an unaffiliated third-party bank, as well as cash contributions of $5.3 million from each of HTH Project LLC and Diamond Hillcrest. The construction loan was refinanced by an unaffiliated third-party bank at December 31, 2021 in amount equal to $48.0 million.
Hilltop and the Bank entered into separate 129-month leases for a significant portion of the total rentable corporate office space in Hilltop Plaza, which serves as the headquarters for both companies. Affiliates of Mr. Gerald J. Ford also entered into leases for office space in the building.
These transactions were reviewed by the Audit Committee and approved by the disinterested members of the Board of Directors of Hilltop.
Gerald J. Ford, former Chairman of the Board of Directors of Hilltop, is the sole member of Diamond HTH Stock Company GP, LLC. Diamond HTH Stock Company GP, LLC is the sole general partner of Diamond HTH Stock Company, LP and Mr. Gerald J. Ford is the sole limited partner of Diamond HTH Stock Company, LP. The sole general partner of Diamond A Financial, L.P. is Diamond HTH Stock Company, LP and Turtle Creek Revocable Trust is a 1% limited partner of Diamond A Financial, L.P. Diamond A Financial, L.P. owns 26.6% of the outstanding Hilltop common stock as of April 27, 2026. Jeremy B. Ford, Chairman, President and Chief Executive Officer of Hilltop, is the beneficiary of a trust that owns a 49% limited partnership interest in Diamond A Financial, L.P. The spouse of Corey G. Prestidge, Hilltop’s Executive Vice President, General Counsel and Secretary, is the beneficiary of a trust that also owns a 49% limited partnership interest in Diamond A Financial, L.P.
Jeremy B. Ford is the son of Gerald J. Ford. Mr. Prestidge is the son-in-law of Gerald J. Ford. Accordingly, Messrs. Jeremy B. Ford and Prestidge are brothers-in-law.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Cowboys Stadium Suite
In 2007, the Bank contracted with Cowboys Stadium, L.P., a company affiliated with the employer of former director Ms. Jones and that is beneficially owned by Ms. Jones and certain of her immediate family members, for the 20-year lease of a suite at Cowboys Stadium beginning in 2009. Pursuant to the lease agreement, Hilltop has agreed to pay Cowboys Stadium, L.P. annual payments of $500,000, subject to possible annual escalations, not to exceed 3% per year, beginning with the tenth year of the lease. In 2019, that lease of suite was assigned to Hilltop by the Bank. Hilltop paid approximately $615,000 under this lease in 2025.
Leases at The Star
In 2016, the Bank contracted with Frisco HQ Operations, L.P. and Bluestar Frisco Retail L.P., each of which is affiliated with the employer of Ms. Jones and beneficially owned by former director Ms. Jones and certain of her immediate family members, for the separate leases of office space and a Bank branch through January 2028 and May 2028, respectively. Following an initial rent abatement period, the leases provide for annual base rent of an aggregate of approximately $383,000, which increases on a yearly basis thereafter to a maximum annual base rent of an aggregate of approximately $433,000.
DTF Holdings, LLC
Mr. Sobel, a director of Hilltop, is the managing member of DTF Holdings, LLC. DTF Holdings, LLC has provided investment management services to the Company and its subsidiaries since June 2009 pursuant to an Investment Management Services Agreement. In accordance with the Investment Management Services Agreement, DTF Holdings, LLC was paid an annual fee of $425,000 and reimbursed for its out-of-pocket expenses related to such services. The Investment Management Services Agreement was terminated on June 30, 2020 in connection with sale of National Lloyds Corporation. Mr. Sobel became Chairman of Hilltop Securities in July 2019. Beginning in July 2020, Hilltop Securities pays Mr. Sobel annual fees of $425,000 for his services as Chairman of Hilltop Securities. DTF Holdings, LLC also provides investment management services to other entities related to Gerald J. Ford.
Indebtedness
The Bank has had, and may be expected to have in the future, lending relationships in the ordinary course of business with our directors and executive officers, members of their immediate families and affiliated companies in which they are employed or in which they are principal equity holders. In our management’s opinion, our prior or current lending relationships with these persons were made in the ordinary course of business and on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with persons not related to us and do not involve more than normal collection risk or present other unfavorable features.
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PROPOSAL TWO —
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
Pursuant to Section 14A(a)(1) of the Exchange Act, we are asking stockholders to cast an advisory vote on the compensation of our named executive officers disclosed in “Executive Compensation — Compensation Discussion and Analysis” and “Executive Compensation — NEO Compensation” sections of this Proxy Statement. At our 2023 annual meeting of stockholders, our stockholders voted in favor of a proposal to hold an advisory vote on executive compensation each year. While this vote is a non-binding advisory vote, we value the opinions of stockholders and will consider the outcome of the vote when making future compensation decisions. We anticipate that the next advisory vote to determine the frequency of future advisory votes on executive compensation will be conducted at the 2029 annual meeting of stockholders.
We believe that our executive compensation programs effectively align the interests of our named executive officers with those of our stockholders by tying compensation to performance.
This annual vote on this matter is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. The vote is advisory and, therefore, not binding on the Company, the Board of Directors or the Compensation Committee of the Board of Directors.
We are asking our stockholders to indicate their support for this Proposal Two and the compensation paid to our named executive officers as disclosed commencing on page 29 of this Proxy Statement by voting FOR, on a non-binding advisory basis, the following resolution:
“NOW, THEREFORE, BE IT RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the named executive officers of the Company, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion related thereto.”
Vote Necessary to Approve, on a Non-Binding Advisory Basis, Executive Compensation
The affirmative vote of a majority of the votes cast on the matter is required to approve, on a non-binding advisory basis, our executive compensation. The Compensation Committee of the Board of Directors will review the results of this matter and will take the results into account in making future determinations concerning executive compensation. For purposes of the non-binding advisory vote on executive compensation, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for purposes of determining a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE |
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PROPOSAL THREE —
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP served as our independent registered public accounting firm during 2025 and has been selected to serve in that capacity for 2026, unless the Audit Committee of the Board of Directors subsequently determines that a change is desirable. While stockholder ratification is not required for the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, the selection is being submitted for ratification at the Annual Meeting, solely with a view toward soliciting our stockholders’ opinion. This opinion will be taken into consideration by the Audit Committee in its future deliberations.
A representative of PricewaterhouseCoopers LLP is expected to be at our Annual Meeting to respond to appropriate questions and, if PricewaterhouseCoopers LLP desires, to make a statement.
Vote Necessary to Ratify the Appointment
The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 will be ratified if this proposal receives the affirmative vote of a majority of the votes cast on the matter. With respect to this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for purposes of determining a quorum. Under applicable rules, a broker will have the authority to vote on this proposal in the absence of instructions from the beneficial owner of the relevant shares and therefore, we do not expect any broker non-votes on this proposal.
Report of the Audit Committee
The Audit Committee of the Board of Directors of Hilltop Holdings Inc. currently consists of three directors and operates under a written charter adopted by the Board of Directors. Hilltop considers all members of the Audit Committee to be independent as defined by the applicable NYSE listing standards and SEC regulations. Management is responsible for Hilltop’s internal controls and the financial reporting process. PricewaterhouseCoopers LLP, Hilltop’s independent registered public accounting firm, is responsible for performing an independent audit of Hilltop’s consolidated financial statements in accordance with generally accepted auditing standards. The Audit Committee’s responsibility is to monitor and oversee the financial reporting process.
In this context, the Audit Committee reviewed and discussed with management and PricewaterhouseCoopers LLP the audited financial statements for the year ended December 31, 2025, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and PricewaterhouseCoopers LLP’s evaluation of the Company’s internal control over financial reporting. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters that are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The Audit Committee received from PricewaterhouseCoopers LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board, and has discussed with PricewaterhouseCoopers LLP the issue of its independence from the Company. The Audit Committee also concluded
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that PricewaterhouseCoopers LLP’s provision of audit and non-audit services to the Company and its affiliates is compatible with PricewaterhouseCoopers LLP’s independence.
Based upon the Audit Committee’s review of the audited consolidated financial statements and its discussion with management and PricewaterhouseCoopers LLP noted above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
This report has been furnished by the members of the Audit Committee.
Tom Nichols (Chairman) | Robert Nichols | J. Taylor Crandall |
Independent Auditor’s Fees
For the fiscal years ended December 31, 2025 and 2024, the total fees billed to us by our independent registered public accounting firm, PricewaterhouseCoopers LLP, were as follows:
Fiscal Year Ended | ||||||
| 2025 | | 2024 | |||
Audit Fees | $ | 6,403,000 | $ | 4,979,500 | ||
Audit-Related Fees |
| 433,000 |
| 320,500 | ||
Tax Fees |
| — |
| — | ||
All Other Fees |
| 2,000 |
| 2,000 | ||
Total | $ | 6,838,000 | $ | 5,302,000 | ||
Audit Fees
Represents fees billed for the audits of our consolidated financial statements and effectiveness of internal control over financial reporting as of and for the years ended December 31, 2025 and 2024, reviews of our interim financial statements included in the Company’s Quarterly Reports on Form 10-Q, audits and related services required for certain of our subsidiaries, and other miscellaneous SEC and financial reporting matters.
Audit-Related Fees
In 2025 and 2024 these fees primarily related to procedures associated with recently issued accounting standards and attestation reports required under various services agreements and statutory and regulatory requirements.
Tax Fees
No tax fees were incurred during 2025 or 2024.
All Other Fees
In 2025 and 2024, these fees related to an annual renewal of software licenses for accounting research software.
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PROPOSAL THREE — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee Pre-Approval Policy
In accordance with applicable laws and regulations, the Audit Committee reviews and pre-approves any non-audit services to be performed by PricewaterhouseCoopers LLP to ensure that the work does not compromise its independence in performing its audit services. The Audit Committee also reviews and pre-approves all audit services. In some cases, pre-approval is provided by the full committee for up to a year, and relates to a particular category or group of services and is subject to a specific budget. In other cases, the Chairman of the Audit Committee has the delegated authority from the committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee. The Audit Committee pre-approved all fees noted above for 2025 and 2024.
The pre-approval policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit services under certain circumstances. No services were provided by PricewaterhouseCoopers LLP during either 2025 or 2024 that fell under this provision.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE |
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STOCKHOLDER PROPOSALS FOR 2027
Stockholder proposals intended to be presented at our 2027 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must be received by us at our principal executive offices no later than 5:00 p.m., Dallas, Texas local time, on January 29, 2027 and must otherwise comply with the requirements of Rule 14a-8 in order to be considered for inclusion in the 2027 Proxy Statement and proxy. However, pursuant to such rule, if the 2027 Annual Meeting is not held within 30 days of July 23, 2027, then a stockholder proposal submitted for inclusion in our Proxy Statement for the 2027 Annual Meeting must be received by us a reasonable time before we begin to print and mail our Proxy Statement for the 2027 Annual Meeting.
In order for director nominations and proposals of stockholders made outside the processes of Rule 14a-8 under the Exchange Act to be considered “timely” for purposes of Rule 14a-4(c) under the Exchange Act and pursuant to our current bylaws, the nomination or proposal must be received by us at our principal executive offices not before December 31, 2026 and not later than 5:00 p.m. Dallas, Texas local time, on January 30, 2027; provided, however, that in the event that the date of the 2027 annual meeting is advanced by more than 30 days or delayed by more than 60 days from July 23, 2027, notice by the stockholder in order to be timely must be received no earlier than the 120th day prior to the date of the 2027 annual meeting and not later than 5:00 p.m. Dallas, Texas local time, on the later of the 90th day prior to the date of the 2027 annual meeting or, if the first public announcement of the 2027 Annual Meeting is less than 100 days prior to the date of the 2027 Annual Meeting, the 10th day following the day on which public announcement of the date of the 2027 annual meeting is first made. Stockholders are advised to review our charter and bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations, copies of which are available without charge upon request to our corporate Secretary at the address listed within the section titled “Additional Information — Who can help answer my questions?”
To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Hilltop’s nominees must provide notice to the Company that sets forth the information required by Rule 14a- 19 under the Exchange Act no later than May 24, 2027, or if the date of the meeting has changed by more than 30 calendar days from the previous year, then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made by the registrant.
OTHER MATTERS
Our Board of Directors knows of no other matters that have been submitted for consideration at this Annual Meeting. If any other matters properly come before our stockholders at this Annual Meeting, the persons named on the enclosed proxy card intend to vote the shares they represent in their discretion.
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MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS
In accordance with Rule 14a-3(e)(1) under the Exchange Act, one set of proxy materials will be delivered to two or more stockholders who share an address, unless the Company has received contrary instructions from one or more of the stockholders. The Company will deliver promptly upon written or oral request a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of the proxy materials was delivered. Requests for additional copies of the proxy materials, and requests that in the future separate proxy materials be sent to stockholders who share an address, should be directed by writing to Investor Relations, Hilltop Holdings Inc., 6565 Hillcrest Avenue, Dallas, Texas 75205, or by calling (214) 855-2177. In addition, stockholders who share a single address but receive multiple copies of the proxy materials may request that in the future they receive a single copy by contacting the Company at the address and phone number set forth in the prior sentence.
ANNUAL REPORT
A COPY OF OUR ANNUAL REPORT IS INCLUDED WITH THIS PROXY STATEMENT BUT SHALL NOT BE DEEMED TO BE SOLICITATION MATERIAL. A COPY OF THIS PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ALSO IS AVAILABLE WITHOUT CHARGE FROM OUR COMPANY WEBSITE AT WWW.HILLTOP.COM OR UPON WRITTEN REQUEST TO: INVESTOR RELATIONS, HILLTOP HOLDINGS INC., 6565 HILLCREST AVENUE, DALLAS, TEXAS 75205.
ADDITIONAL INFORMATION
Why am I receiving these proxy materials?
The Board of Directors of Hilltop, or the Board of Directors, has made these materials available to you on the Internet or has delivered printed versions of these materials to you by mail in connection with the Board of Directors’ solicitation of proxies for use at our 2026 Annual Meeting of Stockholders, or the Annual Meeting, which will take place virtually at 10:00 a.m. (Dallas, Texas local time) on Thursday, July 23, 2026, at www.virtualshareholdermeeting.com/HTH2026. This Proxy Statement describes matters on which you, as a stockholder, are entitled to vote. This Proxy Statement also gives you information on these matters so that you can make an informed decision with respect to your vote.
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Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of printed proxy materials?
In accordance with rules promulgated by the Securities and Exchange Commission, or the SEC, instead of mailing a printed copy of our proxy materials to all of our stockholders, we have elected to furnish such materials to selected stockholders by providing access to these documents over the Internet. Accordingly, on or about May 29, 2026, we will provide a Notice of Internet Availability of Proxy Materials, or the Notice, to selected stockholders of record and beneficial owners. These stockholders will have the ability to access the proxy materials on a website referred to in the Notice or to request to receive a printed set of the proxy materials by calling the toll-free number found on the Notice. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the environmental impact of the printing and distribution of our proxy materials.
How can I get electronic access to the proxy materials?
The Notice provides you with instructions regarding how to:
| ● | view our proxy materials for the Annual Meeting on the Internet; |
| ● | vote your shares after you have viewed our proxy materials; |
| ● | register to attend the meeting virtually; |
| ● | request a printed copy of the proxy materials; and |
| ● | instruct us to send our future proxy materials to you electronically by email. |
Copies of the proxy materials are available for viewing at www.proxyvote.com.
You may have received proxy materials by email. Even if you received a printed copy of our proxy materials, you may choose to receive future proxy materials by email. Choosing to receive your future proxy materials by email will lower our costs of delivery and will reduce the environmental impact of printing and distributing our proxy materials. If you choose to receive our future proxy materials by email, you will receive an email next year with instructions containing a link to view those proxy materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it or for so long as the email address provided by you is valid.
What am I voting on?
At the Annual Meeting, stockholders will be asked to:
| ● | Elect thirteen directors to serve on our Board of Directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified; |
| ● | Conduct a non-binding advisory vote to approve executive compensation; |
| ● | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; and |
| ● | Transact any other business that may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting. |
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Who is entitled to vote?
Holders of record of our common stock at the close of business on April 27, 2026 are entitled to receive notice of and vote at the Annual Meeting. With respect to each matter presented, a stockholder is entitled to cast one vote for each share of common stock owned at the close of business on April 27, 2026. Our stockholders are not entitled to cumulative voting rights, and dissenters’ rights are not applicable to the matters being voted upon.
How do I vote?
If you are a stockholder of record, there are four ways to vote:
| ● | Virtually. Virtually attend the annual meeting as an authenticated shareholder and cast your vote online during the virtual meeting. |
| ● | Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com. Have your proxy card or Notice in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. |
| ● | Via Telephone. If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card. |
| ● | Via Mail. If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by marking, signing and dating the proxy card and sending it back in the envelope provided. |
If you are the beneficial owner of shares held by a broker or other nominee, you may instruct your broker or nominee to vote your shares by following the instructions that the broker or nominee provides to you. NYSE rules prohibit your broker from voting for the election of directors and the approval of executive compensation on your behalf without specific voting instructions from you. Many brokers allow stockholders to provide voting instructions by mail, telephone and the Internet.
How do proxies work?
Our Board of Directors is asking for your proxy. Giving your proxy to the persons named by us means you authorize them to vote your shares at the Annual Meeting in the manner you direct. You may vote for all of our director candidates or withhold your vote as to one or more director candidates, and you may vote for or against, or abstain from voting on, executive compensation and the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.
If you are a stockholder of record and (a) you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors or (b) you sign and return the enclosed proxy card but do not specify how your shares are to be voted, your shares will be voted FOR the election of all of our director candidates FOR the approval, on a non-binding advisory basis, of our executive compensation, and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.
If you are the beneficial owner of shares held by a broker or other nominee, also referred to as held in “street name,” and you do not provide such broker or nominee with specific voting instructions, under the rules promulgated by the NYSE, the broker or nominee that holds your shares may generally vote on “routine” matters at its discretion, but
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cannot vote on “non-routine” matters. If the broker or nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, that broker or nominee will inform the inspector of election that it does not have the authority to vote on such matters with respect to your shares, which is generally referred to as a “broker non-vote.”
You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you also hold shares through a broker or other nominee, you also may receive materials from them asking how you want those shares voted. To be sure that all of your shares are voted, we encourage you to respond to each request you receive.
Which matters are considered “routine” or “non-routine”?
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 is considered a “routine” matter under applicable NYSE rules. A broker or other nominee may generally vote on routine matters and, therefore, no broker non-votes are expected to exist with respect to this matter. All other matters set forth in this Proxy Statement are matters that we believe will be designated “non-routine” matters. A broker or other nominee cannot vote without instructions on non-routine matters and, therefore, there may be broker non-votes on all matters other than the ratification of the appointment of PricewaterhouseCoopers LLP.
Can I change my vote or revoke my proxy after I have voted?
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting (or before any earlier deadline specified in the Notice or the proxy card) by (a) voting again via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), (b) signing and returning a new proxy card with a later date or creating a new electronic voting instruction form with a later date or (c) attending the Annual Meeting virtually and voting during the meeting. Your virtual attendance at the Annual Meeting, however, will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering, prior to the Annual Meeting, a written notice of revocation to the corporate Secretary at the address listed within the “Who can help answer my questions?” subsection below.
Will my shares be voted if I do not sign a proxy?
If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or attend the Annual Meeting virtually and vote during the meeting. Under certain conditions, shares that you own that are held by a broker or nominee may be voted even if you do not provide voting instructions to the broker or nominee. As discussed above under “Additional Information — How do proxies work?”, brokerage firms have the authority under applicable rules to vote on certain “routine” matters, including the ratification of the appointment of auditors.
What constitutes a quorum?
In order to carry on the business of the Annual Meeting, a quorum must be present. The presence in person (or by remote communication, if applicable) or by proxy of holders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting shall constitute a quorum for the transaction of business at the Annual Meeting. Any shares that we hold for our own benefit may not be voted and are not counted in the total number of outstanding shares eligible to be voted. Both abstentions and broker non-votes (described above) are counted as present for purposes of
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determining the presence of a quorum. As of April 27, 2026, we had 58,530,197 shares of common stock outstanding and entitled to vote at the meeting.
How many votes are needed for approval?
Election of Directors
A plurality of all the votes cast at the Annual Meeting is required to elect a director. The thirteen director candidates receiving the highest number of affirmative votes, or a plurality, will be elected as directors. For purposes of the election of directors, withheld votes and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for purposes of determining a quorum. Stockholders may not cumulate votes in the election of directors.
Advisory Vote to Approve Executive Compensation
The affirmative vote of a majority of the votes cast on the matter is required to approve, on a non-binding advisory basis, our executive compensation. The Compensation Committee of the Board of Directors will review the results of this advisory vote and will take the results into account in making future determinations concerning executive compensation. For purposes of the advisory vote on executive compensation, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for purposes of determining a quorum.
Ratification of Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 will be ratified if this proposal receives the affirmative vote of a majority of the votes cast on the matter. Brokers have the authority to vote on this proposal in the absence of contrary instructions from a beneficial owner. If this appointment is not ratified by our stockholders, the Audit Committee may reconsider its selection of PricewaterhouseCoopers LLP. With respect to this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for purposes of determining a quorum. Because it is a routine matter, we do not expect any broker non-votes with respect to this proposal.
Who conducts the proxy solicitation?
Our Board of Directors is soliciting the proxies, and we will bear all costs of this solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement and the Notice. Copies of proxy materials will be furnished to banks, brokerage houses and other agents and nominees holding shares in their names that are beneficially owned by others so that they may forward the proxy materials to those beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding the proxy materials to the beneficial owners. We have requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all proxy materials to the beneficial owners of the shares that they hold of record. Certain of our officers and employees also may solicit proxies on our behalf by mail, email, phone or fax or in person.
How can I virtually attend the Annual Meeting?
Virtual attendance at the Annual Meeting will be limited to stockholders of record at the close of business on April 27, 2026 (or their authorized representatives). The Annual Meeting will be a virtual-only meeting conducted exclusively via
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live webcast. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. Shareholders will need to use the 16-digit control number on their notice of internet availability, proxy card or voting instruction form in order to log into www.virtualshareholdermeeting.com/HTH2026.
We encourage you to access the Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 9:45 a.m. Central Daylight Time on July 23, 2026. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Please note that if you do not have your control number and you are a registered owner, operators will be able to provide your control number to you. However, if you are a beneficial owner (and thus hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your control number prior to the Annual Meeting.
How Can I Vote During the Meeting?
Shareholders should follow the instructions at www.virtualshareholdermeeting.com/HTH2026 to vote during the Annual Meeting. Voting online during the meeting will replace any previous votes you submitted via telephone, internet or mail prior to the meeting.
Who can help answer my questions?
If you have questions or need more information about the Annual Meeting, you may contact the corporate Secretary at our principal executive office:
Corporate Secretary
Hilltop Holdings Inc.
6565 Hillcrest Avenue
Dallas, Texas 75205
Phone: 214.855.2177
We also invite you to visit our website at www.hilltop.com
HILLTOP HOLDINGS 2026 Proxy Statement | 87 |
Table of Contents
Annex A
Reconciliation of Tangible Common Equity and Tangible Book Value Per Share | |||||||||||||||||||||||||||
($ '000, except per share amounts) | | 12/31/2023 | | 3/31/2024 | | 6/30/2024 | | 9/30/2024 | | 12/31/2024 | | 3/31/2025 | | 6/30/2025 | | 9/30/2025 | | 12/31/2025 | |||||||||
Total Stockholders' Equity | $ | 2,122,967 | $ | 2,131,864 | $ | 2,134,469 | $ | 2,177,096 | $ | 2,189,965 | $ | 2,199,712 | $ | 2,198,642 | $ | 2,188,542 | $ | 2,168,401 | |||||||||
Less: | |||||||||||||||||||||||||||
Goodwill | 267,447 | 267,447 | 267,447 | 267,447 | 267,447 | 267,447 | 267,447 | 267,447 | 267,447 | ||||||||||||||||||
Other intangible assets, net | 8,457 | 7,943 | 7,429 | 6,995 | 6,633 | 6,376 | 6,119 | 5,862 | 5,605 | ||||||||||||||||||
Tangible Common Equity | $ | 1,847,063 | $ | 1,856,474 | $ | 1,859,593 | $ | 1,902,654 | $ | 1,915,885 | $ | 1,925,889 | $ | 1,925,076 | $ | 1,915,233 | $ | 1,895,349 | |||||||||
Shares outstanding as of period end | 65,153 | 65,267 | 64,953 | 64,960 | 64,968 | 64,154 | 63,001 | 61,326 | 59,540 | ||||||||||||||||||
Book Value Per Share | $ | 32.58 | $ | 32.66 | $ | 32.86 | $ | 33.51 | $ | 33.71 | $ | 34.29 | $ | 34.90 | $ | 35.69 | $ | 36.42 | |||||||||
Tangible Book Value Per Share | $ | 28.35 | $ | 28.44 | $ | 28.63 | $ | 29.29 | $ | 29.49 | $ | 30.02 | $ | 30.56 | $ | 31.23 | $ | 31.83 | |||||||||
A-1
Table of Contents
6565 Hillcrest Avenue
Dallas, Texas 75205
Telephone: (214) 855-2177
Facsimile: (214) 855-2173
| Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V96695-P52218 ! ! ! For All Withhold All For All Except For Against Abstain ! ! ! ! ! ! To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The proxies are authorized to vote in their discretion on such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. The Board of Directors recommends you vote FOR proposals 2 and 3. 2. Non-binding advisory vote to approve executive compensation. 3. Ratification of the appointment of PricewaterhouseCoopers LLP as Hilltop Holdings Inc.'s independent registered public accounting firm for the 2026 fiscal year. HILLTOP HOLDINGS INC. 1. Election of Directors Nominees: The Board of Directors recommends you vote FOR the following: 01) Rhodes R. Bobbitt 02) Dana Bober 03) J. Taylor Crandall 04) Hill A. Feinberg 05) Jeremy B. Ford 06) Stephen H. Haworth 07) Lee Lewis 08) Tom C. Nichols 09) W. Robert Nichols, III 10) Kenneth D. Russell 11) Jonathan S. Sobel 12) Robert C. Taylor, Jr. 13) Carl B. Webb VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on July 22, 2026 for shares held directly and by 11:59 P.M. Eastern Time on July 20, 2026 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/HTH2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. Electronic Delivery of Future Proxy Materials If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on July 22, 2026 for shares held directly and by 11:59 P.M. Eastern Time on July 20, 2026 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. HILLTOP HOLDINGS INC. 6565 HILLCREST AVENUE DALLAS, TX 75205 SCAN TO VIEW MATERIALS & VOTEw |
| V96696-P52218 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting, Proxy Statement and Annual Report for the year ended December 31, 2025 are available at www.proxyvote.com. HILLTOP HOLDINGS INC. Annual Meeting of Stockholders July 23, 2026 10:00 AM, CDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Corey G. Prestidge and Jeremy B. Ford, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of HILLTOP HOLDINGS INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, CDT on July 23, 2026, virtually at www.virtualshareholdermeeting.com/HTH2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the recommendations of the Board of Directors. Continued and to be signed on reverse side |
