DEF 14A of Hilltop Holdings Inc., Apr 29, 2024

DEF 14A of Hilltop Holdings Inc.

Filed Apr 29, 2024 · FY20230001558370-24-006134

Open on EDGAR

  1. Nominees for Election as Directors

    Nominees for Election as Directors

  2. Nominees for Election as Directors

    | = | | | | Rhodes R. Bobbitt | | Independent Director since November 2005 | | AGE: 78 COMMITTEES ● Investment (Chairman) ● Compensation ● Merger and Acquisition | 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 ● 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 |

  3. Nominees for Election as Directors

    | 2 | HILLTOP HOLDINGS 2024 Proxy Statement |

  4. Nominees for Election as Directors

    | Tracy A. Bolt | | Independent Director since November 2012 | | AGE: 60 COMMITTEES ● Audit (Chairman) ● Risk ● Merger and Acquisition | CAREER HIGHLIGHTS INDEPENDENT ADVISOR ● Has served as an advisor since 2014 to numerous management teams, public and private company boards, not for profit organizations and trusts HARTMAN LEITO & BOLT, LLP ● Founder, Partner and a member of the firm’s leadership committee focusing on accounting and consulting (1994-2014) | OTHER EXPERIENCE ● Former Director of PlainsCapital SKILLS AND QUALIFICATIONS ● Mr. Bolt is a certified public accountant ● Mr. Bolt has significant experience concerning accounting and risk matters that is essential to our Audit Committee’s, Risk Committee’s and Board of Directors’ oversight responsibilities | | J. Taylor Crandall | | Independent Director since April 2015 | | AGE: 70 COMMITTEES ● Merger and Acquisition (Chairman) ● 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 |

  5. Nominees for Election as Directors

    | HILLTOP HOLDINGS 2024 Proxy Statement | 3 |

  6. Nominees for Election as Directors

    | Hill A. Feinberg | | Director since November 2012 | | AGE: 77 | CAREER HIGHLIGHTS HILLTOP SECURITIES ● Has served as Chairman Emeritus since 2019 ● Chairman and Chief Executive Officer (1991-2019) BEAR STERNS & CO ● 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 |

  7. Nominees for Election as Directors

    | Gerald J. Ford | | Chairman of the Board since June 2005 | | AGE: 79 COMMITTEES ● Executive | CAREER HIGHLIGHTS FORD FINANCIAL FUND II, L.P. AND FORD FINANCIAL FUND III, L.P. ● Co-Managing Member DIAMOND A CORPORATION ● President FORD FINANCIAL FUND, L.P. ● Managing Member of a private equity fund that was the parent company of SB Acquisition Company LLC, the majority stockholder of Pacific Capital Bancorp (2008-20212) GOLDEN STATE BANCORP INC. ● Chairman of the Board and Chief Executive Officer (1998-2002) ● Chairman of the Board and Chief Executive Officer of First Nationwide Bank (1994-1998), the predecessor of Golden State Bancorp Inc. OTHER FINANCIAL INSTITUTIONS ● Involved in numerous mergers and acquisitions of private and public sector financial institutions, primarily in the Southwestern United States, for more than 45 years ● Acquired and consolidated 30 commercial banks from 1975 to 1993, forming First United Bank Group, Inc., a multi-bank holding company for which he functioned as Chairman of the Board and Chief Executive Officer until its sale in 1994 | OTHER EXPERIENCE ● Director of Mechanics Bank ● Former Chairman and Director of Freeport McMoRan Copper and Gold Inc. and Pacific Capital Bancorp, Golden State Bancorp Inc. and a former Director of Light & Wonder, Inc. (f/k/a Scientific Games Corporation), First Acceptance Corporation, SWS Group, Inc. and McMoRan Exploration Co. SKILLS AND QUALIFICATIONS ● Mr. Gerald J. Ford’s extensive banking industry experience and educational background provide him with significant knowledge in dealing with financial and regulatory matters, making him a valuable member of our Board of Directors ● In addition, his previous service experience on the boards of directors and audit and corporate governance committees of a variety of public companies gives him a deep understanding of the role of the Board of Directors |

  8. Nominees for Election as Directors

    | 4 | HILLTOP HOLDINGS 2024 Proxy Statement |

  9. Nominees for Election as Directors

    | Jeremy B. Ford | | Director since March 2010 | | AGE: 49 COMMITTEES ● Executive (Chairman) | CAREER HIGHLIGHTS HILLTOP HOLDINGS INC. ● Currently serves as President and Chief Executive Officer ● 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 |

  10. Nominees for Election as Directors

    | J. Markham Green | | Independent Director since February 2004 | | AGE: 80 COMMITTEES ● Audit ● Risk ● Investment | CAREER HIGHLIGHTS PRIVATE INVESTOR ● Private investor since 2003 JP MORGAN CHASE ● Vice Chairman of the Financial Institutions and Governments Group in investment banking (2001-2003) GOLDMAN, SACHS & CO ● Various capacities, including general partner and co-head of the Financial Services Industry Group (1973-1992) | OTHER EXPERIENCE ● Former Director of MENTOR/The National Mentoring Partnership ● Former Chairman and Director of PowerOne Media LLC SKILLS AND QUALIFICATIONS ● Mr. Green has an extensive background in financial services, as well as board service ● His investment banking background also provides our Board of Directors with expertise surrounding acquisitions and investments |

  11. Nominees for Election as Directors

    | HILLTOP HOLDINGS 2024 Proxy Statement | 5 |

  12. Nominees for Election as Directors

    | Charlotte Jones | | Independent Director since November 2012 | | AGE: 57 COMMITTEES ● Merger and Acquisition ● Nominating and Corporate Governance | CAREER HIGHLIGHTS DALLAS COWBOYS FOOTBALL CLUB ● Currently serves as Executive Vice President and Chief Brand Officer of the Dallas Cowboys, a National Football League football team ● Has worked in various leadership capacities since 1989 | OTHER EXPERIENCE ● Former Director of PlainsCapital ● Recognized as one of the most powerful women in sports, Ms. Jones has served as Chairman of the NFL Foundation, and serves on the NFL Conduct Committee, NFL Health and Safety Committee and the NFL Legalized Sports Betting Committee ● Chairman of the National Medal of Honor Museum Foundation ● Ms. Jones served as the first female Chairman of The Salvation Army’s National Advisory Board. Ms. Jones is involved with a number of charitable organizations, including The Boys and Girls Clubs of America, The Rise School, the Southwest Medical Foundation, the Dallas Symphony, The Dallas Center for Performing Arts Foundation, the Shelton School, TACA, and Make-a-Wish North Texas Foundation SKILLS AND QUALIFICATIONS ● Ms. Jones has significant managerial and executive officer experience with large entrepreneurial businesses and brand management |

  13. Nominees for Election as Directors

    | Lee Lewis | | Director since November 2012 | | AGE: 72 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 |

  14. Nominees for Election as Directors

    | 6 | HILLTOP HOLDINGS 2024 Proxy Statement |

  15. Nominees for Election as Directors

    | Thomas C. Nichols | | Independent Director since August 2020 | | AGE: 76 COMMITTEES ● Risk (Chairman) ● Merger and Acquisition | 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 ● Served as 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 |

  16. Nominees for Election as Directors

    | W. Robert Nichols, III | | Independent Director since April 2008 | | AGE: 79 COMMITTEES ● Nominating and Corporate Governance (Chairman) ● Compensation ● Merger and Acquisition | 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 |

  17. Nominees for Election as Directors

    | HILLTOP HOLDINGS 2024 Proxy Statement | 7 |

  18. Nominees for Election as Directors

    | Kenneth D. Russell | | Director since August 2010 | | AGE: 75 COMMITTEES ● Risk | CAREER HIGHLIGHTS FIRST ACCEPTANCE CORPORATION ● Interim 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-Present) 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 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 |

  19. Nominees for Election as Directors

    | 8 | HILLTOP HOLDINGS 2024 Proxy Statement |

  20. Nominees for Election as Directors

    | A. Haag Sherman | | Independent Director since November 2012 | | AGE: 58 COMMITTEES ● Compensation (Chairman) ● Investment ● Audit | CAREER HIGHLIGHTS TECTONIC FINANCIAL, INC. ● Director and Chief Executive Officer (2019-Present) ● Chairman (2017-2019) TECTONIC HOLDINGS LLC ● Chief Executive Officer (2015-2019) SALIENT PARTNERS, LP ● Served in various executive positions, including Chief Executive Officer and Chief Investment Officer of Salient, a Houston-based investing firm (2002-2011) THE REDSTONE COMPANIES ● Served as an executive officer and partner (1998-2002) AKIN, GUMP, STRAUSS, HAUER & FELD, LLP ● Practiced corporate law (1992-1996) PRICE WATERHOUSE ● Served as an auditor (1988-1989) | OTHER EXPERIENCE ● Former Director of PlainsCapital Bank, Miller Energy Resources and ZaZa Energy Corp. ● Director of CBIZ, Inc. ● Mr. Sherman has served as an adjunct professor of law at The University of Texas School of Law SKILLS AND QUALIFICATIONS ● Mr. Sherman has significant experience concerning investing, legal and accounting matters that is essential to our Board of Director’s oversight responsibilities ● His 25 years of experience in financial services (including asset and wealth management, investment and commercial banking and mortgage origination) and his understanding of our business lines provides valuable input as a member of our Board of Directors and the Chair of the Compensation Committee and member of the Audit Committee ● Mr. Sherman generally has conducted our stockholder outreach initiatives and his background managing an investment firm and experience on public boards of directors assists in effective communication in such efforts ● Mr. Sherman is an attorney and certified public accountant ● The Board of Directors has determined that he devotes the requisite time and effort to his board and committee responsibilities; accordingly, we do not believe that he is over-boarded given there was no change in his duties as a result of Tectonic Financial Inc.’s preferred stock (as opposed to common stock) being quoted on the Nasdaq Global Markets |

  21. Nominees for Election as Directors

    | HILLTOP HOLDINGS 2024 Proxy Statement | 9 |

  22. Nominees for Election as Directors

    | Jonathan S. Sobel | | Director since July 2019 | | AGE: 57 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-Present) DTF HOLDINGS, LLC ● Managing Member (2008-Present) GOLDMAN SACHS & CO. ● 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 (1987-2008) | OTHER EXPERIENCE ● Served as a member of Goldman Sachs’ Capital, Risk and Finance Committees ● He is a trustee of the Hospital for Special Surgery and the Whitney Museum 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 |

  23. Nominees for Election as Directors

    | Robert C. Taylor, Jr. | | Independent Director since November 2012 | | AGE: 76 COMMITTEES ● Merger and Acquisition ● 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 | 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 |

  24. Nominees for Election as Directors

    | 10 | HILLTOP HOLDINGS 2024 Proxy Statement |

  25. Nominees for Election as Directors

    | ● | ● ● ● ● | ● ● ● | | Carl B. Webb | | Director since June 2005 | | AGE: 74 COMMITTEES ● Executive | CAREER HIGHLIGHTS FORD FINANCIAL FUND II, L.P. AND FORD FINANCIAL FUND III, L.P. ● Co-Managing Member 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 INSTITUTUION 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 ● Chairman of Mechanics Bank and a Director of Prologis, Inc. ● Former Director of Pacific Capital Bancorp, M&F Worldwide Corp., Plum Creek Timber Company, Golden State Bancorp Inc., California Federal Bank, FSB and First National Bank at Lubbock ● Consultant to Hunter’s Glen/Ford, Ltd. 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 |

  26. Nominees for Election as Directors

    | HILLTOP HOLDINGS 2024 Proxy Statement | 11 |

  27. Director Compensation

    Director Compensation

  28. 2023 Director Compensation

    2023 Director Compensation

  29. Director Compensation Table for 2023

    Director Compensation Table for 2023

  30. Director Compensation Table for 2023

    | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards | Compensation | Total | | Name | ($)(a) | ($)(a) | ($) | ($) | | Rhodes R. Bobbitt | 88,000 | — | — | 88,000 | | Tracy A. Bolt | 69 | 130,931 | — | 131,000 | | J. Taylor Crandall | 68,000 | — | — | 68,000 | | Hill A. Feinberg | — | — | — | — | | Gerald J. Ford (b) | 68 | 1,241,232(c) | — | 1,241,300 | | Jeremy B. Ford | — | — | — | — | | J. Markham Green | 69,000 | — | — | 69,000 | | William T. Hill, Jr. (d) | 36,750 | — | — | 36,750 | | Charlotte Jones | 29,039 | 28,961 | — | 58,000 | | Lee Lewis | 53,000 | — | — | 53,000 | | Andrew J. Littlefair (e) | 24,302 | 19,864 | — | 44,167 | | W. Robert Nichols, III | 68,417 | — | — | 68,417 | | Thomas C. Nichols | 103,000 | — | — | 103,000 | | Kenneth D. Russell | 56,000 | — | — | 56,000 | | A. Haag Sherman | 45,550 | 45,450 | — | 91,000 | | Jonathan S. Sobel | 26,527 | 26,473 | — | 53,000 | | Robert C. Taylor, Jr. | 29,039 | 28,961 | — | 58,000 | | Carl B. Webb | 54 | 52,946 | — | 53,000 |

  31. Director Compensation Table for 2023

    | (a) Fees earned for services performed in 2023 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. |

  32. Director Compensation Table for 2023

    | (b) Mr. Gerald J. Ford held an aggregate 90,000 unvested RSUs as of December 31, 2023. |

  33. Director Compensation Table for 2023

    | (c) Directors fees paid in stock of $214,932 and the grant date fair value of $1,026,300 of an equity award calculated in accordance with the provisions of the Stock Compensation Topic of the Accounting Standards Codification, or ASC). Such award represents a time-based RSU that will cliff vest upon the earlier of February 8, 2026 and a change of control. |

  34. Director Compensation Table for 2023

    | (d) Mr. Hill was not nominated for re-election at the 2023 Annual Meeting of Stockholders; accordingly, Mr. Hill was no longer on the Board of Directors or its committees following the Annual Meeting on July 20, 2023. |

  35. Director Compensation Table for 2023

    | (e) Mr. Littlefair resigned from the Board of Directors and the committees he served on effective October 19, 2023. |

  36. Director Compensation Table for 2023

    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. All of our 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 commences on the next trading day following two calendar 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 the fiscal quarter.

  37. Director Compensation Table for 2023

    | HILLTOP HOLDINGS 2024 Proxy Statement | 15 |

  38. Director Compensation Table for 2023

    The following numbers of shares of our common stock were issued to our directors as director fees for services performed during 2023:

  39. Director Compensation Table for 2023

    | | Number of | | Name | Shares | | Tracy A. Bolt | 4,263 | | Gerald J. Ford | 6,998 | | Charlotte Jones | 943 | | Andrew J. Littlefair | 672 | | A. Haag Sherman | 1,507 | | Jonathan S. Sobel | 862 | | Robert C. Taylor, Jr. | 943 | | Carl B. Webb | 1,724 |

  40. Director Compensation Table for 2023

    For further information about the stockholdings of these directors and our management, see “Security Ownership of Certain Beneficial Owners and Management” commencing on page 27 of this Proxy Statement.

  41. Committee Membership

    Committee Membership The following table shows the current membership as of December 31, 2023, and the 2023 fiscal year meeting information for, each of the committees of the Board of Directors.

  42. Committee Membership

    | | | Rhodes Bobbitt * | Tracy A. Bolt * | J. Taylor Crandall * | Hill A. Feinberg | Gerald J. Ford | Jeremy B. Ford | J. Markham Green * | William T. Hill, Jr. ** | Charlotte Jones * | Lee Lewis | Andrew J. Littlefair *** | W. Robert Nichols, III * | Thomas C. Nichols * | Kenneth D. Russell | A. Haag Sherman * | Jonathan S. Sobel | Robert C. Taylor, Jr.* | Carl B. Webb | Meetings in Fiscal 2023 | | COMMITTEES | AUDIT | | C | | | | | | | | | | | | | | | | | 8 | | | COMPENSATION | | | | | | | | | | | | | | | C | | | | 6 | | | NOMINATING AND CORPORATE GOVERNANCE | | | | | | | | | | | | C | | | | | | | 4 | | | RISK | | | | | | | | | | | | | C | | | | | | 4 | | | INVESTMENT | C | | | | | | | | | | | | | | | | | | 4 | | | MERGER AND ACQUISITION | | | C | | | | | | | | | | | | | | | | 0 | | | EXECUTIVE | | | | | | C | | | | | | | | | | | | | 8 |

  43. Committee Membership

    C Chairman Member

  44. Committee Membership

    | * Denotes independent director. |

  45. Committee Membership

    | ** Mr. Hill was not nominated for re-election at the 2023 Annual Meeting of Stockholders; accordingly, Mr. Hill was no longer on the Board or its committees following the Annual Meeting on July 20, 2023. |

  46. Committee Membership

    | *** Mr. Littlefair resigned from the Board effective October 19, 2023. |

  47. Committee Membership

    | AUDIT COMMITTEE | | We have a standing Audit Committee established within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or 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 83. 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 has determined that Messrs. Bolt and Sherman qualifies as an “audit committee financial expert,” as defined by the rules of the SEC, and each member of the Audit Committee is independent in accordance with the rules of the SEC and the listing standards of the NYSE. Currently, none of our Audit Committee members serve on the audit committees of three or more public companies. |

  48. Committee Membership

    | HILLTOP HOLDINGS 2024 Proxy Statement | 17 |

  49. Committee Membership

    | 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 56. Each member is independent in accordance with the listing standards of the NYSE. | | 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 COMMITTEE | | 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; ● 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 and 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. |

  50. Committee Membership

    | 18 | HILLTOP HOLDINGS 2024 Proxy Statement |

  51. Committee Membership

    | MERGER AND ACQUISITION COMMITTEE | | The purpose of the Merger and Acquisition Committee is 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 is 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. |

  52. Elements of Total Direct Compensation

    | FIXED | Base Salary ● Intended to compensate the individual fairly for the responsibility level of the position held. | As illustrated in the chart below, total variable compensation represents 82% of the Chief Executive Officer’s total target compensation for 2023. | | 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, the net income 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. | |

  53. 2023 Compensation Outcomes

    2023 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 2023 and 2022 performance years, which was consistent with 2022 given the Company’s earnings. It should be noted that the table below is not intended to be a substitute for the Summary Compensation Table on page 57, 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 2024 and February 2023 for the 2023 and 2022 performance years, respectively, while the Summary Compensation Table provides the value of the equity awards for the year in which they were granted.

  54. 2023 Compensation Outcomes

    | | | | | Long-Term Incentives (b) | | | | | | | Annual | | | Total Direct | | | | Base Salary | Incentive | PRSUs | TRSUs | Compensation | | Name | Year | (a)($) | ($) | ($) | ($) | ($) | | Jeremy B. Ford | 2023 | 800,000 | 641,333 | 1,283,760 | 1,305,043 | 4,030,136 | | | 2022 | 800,000 | 520,000 | 1,340,450 | 1,305,009 | 3,965,459 | | William B. Furr | 2023 | 575,000 | 444,500 | 309,894 | 315,032 | 1,644,426 | | | 2022 | 575,000 | 380,625 | 323,569 | 315,006 | 1,594,200 | | Jerry L. Schaffner | 2023 | 700,000 | 594,335 | —(c) | —(c) | 1,294,335 | | | 2022 | 680,000 | 966,838(d) | 256,803 | 250,007 | 2,153,648 | | Stephen Thompson | 2023 | 800,000 | 450,556 | 354,229 | 360,102(e) | 1,964,887 | | | 2022 | 800,000 | 480,000 | 369,778 | 359,992 | 2,009,770 | | M. Bradley Winges | 2023 | 500,000 | 2,386,328 | 860,766 | 625,004 | 4,372,099 | | | 2022 | 500,000 | 975,000 | 462,232 | 449,998 | 2,387,230 |

  55. 2023 Compensation Outcomes

    | (b) Reflects the grant date fair value of equity awards, with PRSUs based on the target number of shares awarded. |

  56. 2023 Compensation Outcomes

    | (c) No long-term incentive awards were granted to Mr. Schaffner due to his previously announced retirement effective May 2024. |

  57. 2023 Compensation Outcomes

    | (d) Includes a discretionary bonus of $210,000 for performance in 2022. |

  58. 2023 Compensation Outcomes

    | (e) Excludes grants received by Mr. Thompson in 2023 in connection with the renewal of his employment agreement. |

  59. Compensation Program Philosophy and Objectives

    | 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. |

  60. Compensation Program Philosophy and Objectives

    | ● | 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. Half of the RSUs awarded vest upon achievement of predefined performance goals, based first on 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. |

  61. Governance Highlights

    | 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 new employment agreements | | | We require all equity awarded to executive officers to be held for one year following vesting | | 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 | | |

  62. Annual Incentive Program

    Annual Incentive Program

  63. Target Incentive Opportunities

    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 2023, the Committee adjusted the annual incentive target for Mr. Winges to 340% (as a percentage of salary) based upon 2023 budget expectations for Hilltop Securities Inc. The following table sets forth information concerning Annual Incentive Plan opportunities for 2023:

  64. Target Incentive Opportunities

    | | 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 | | Jerry L. Schaffner | 320,000 | 640,000 | 91% | 1,184,000 | | Stephen Thompson | 400,000 | 800,000 | 100% | 1,480,000 | | M. Bradley Winges | 850,000 | 1,700,000 | 340% | 3,145,000 |

  65. Plan Structure and Performance Measures

    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. 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. In February 2023, the Committee modified the business unit pre-tax earnings for Mr. Thompson to include a funded mortgage origination volume component. Accordingly, PrimeLending pre-tax income, less minority earnings comprises 30% and funded mortgage origination volume comprises 20% of the business unit pre-tax earnings component of Mr. Thompson’s scorecard for 2023.

  66. Plan Structure and Performance Measures

    | HILLTOP HOLDINGS 2024 Proxy Statement | 41 |

  67. Plan Structure and Performance Measures

    The measures and weights of the performance objectives for 2023 are summarized in the following graph:

  68. Plan Structure and Performance Measures

    | CORPORATE EXECUTIVES (Messrs. Ford and Furr) | BUSINESS UNIT EXECUTIVES (Messrs. Schaffner, Thompson(1) and Winges) | | | |

  69. Plan Structure and Performance Measures

    ________

  70. Plan Structure and Performance Measures

    | (1) With respect to Mr. Thompson, the 50% Business Unit Pre-Tax Earnings component consists of 20% business unit pre-tax earnings and 30% funded mortgage origination volume. |

  71. Plan Structure and Performance Measures

    In addition to the above criteria, all payouts under the Annual Incentive Plan are subject to forfeiture and clawback pursuant to the Hilltop Incentive Compensation Clawback Policy. For 2024, no changes were made to the structure and metrics of the Annual Incentive Plan.

  72. 2023 Goals and Results

    2023 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 2023, the Committee established earnings goals for Hilltop and each business unit. Our 2023 goals were intended to be realistic and reasonable, but challenging in order to drive performance. Our 2023 net income target was set slightly below our 2022 actual performance based upon the expected continuation of headwinds in our lines of business. At the end of the fiscal year, the Committee determined a payout based on net income performance. 2023 performance goals and actual net income performance were as follows (dollars in millions):

  73. 2023 Goals and Results

    | (b) 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. |

  74. 2023 Goals and Results

    Based on the above financial and individual performance measures and the Committee’s discretion, the 2023 annual cash incentive payments were awarded as follows relative to the 2023 target value in accordance with their respective scorecard on the terms discussed above:

  75. 2023 Goals and Results

    | | 2023 Annual | % of 2023 Target | | Name | Incentive Payment ($) | Annual Incentive | | Jeremy B. Ford | 641,333 | 80% | | William B. Furr | 444,500 | 85% | | Jerry L. Schaffner | 594,335 | 93% | | Stephen Thompson | 450,556 | 56% | | M. Bradley Winges | 2,386,328 | 140% |

  76. 2023 Goals and Results

    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.

  77. Discretionary Cash Bonuses

    Discretionary Cash Bonuses No discretionary cash bonuses were paid for 2023 performance.

  78. Long-Term Incentives

    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 increase the value of long-term incentives based on prior year performance, at least 75% of the amount in excess of the target award is granted as PRSUs. PRSUs granted in 2023 will be earned and cliff vest, subject to certain performance goals being met, after the three-year performance period from January 1, 2023 through December 31, 2025. 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 EPS component of the performance calculation ranges from 50% at threshold (for results at 75% of the EPS goal) to 150% at maximum (for results at 125% of the EPS goal), and the TSR modifier ranges as follows:

  79. Long-Term Incentives

    | PERFORMANCE | RANK | MODIFIER | | Below Threshold | Below 25th percentile | 80% | | Threshold | 25th percentile | 80% | | Target | 50th percentile | 100% | | Stretch | 75* percentile or above | 120% |

  80. Long-Term Incentives

    | HILLTOP HOLDINGS 2024 Proxy Statement | 45 |

  81. Long-Term Incentives

    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:

  82. Long-Term Incentives

    | 3-YEAR EPS (50% to 150%)X | 3-YEAR TSR (80% to 120%) | = | PAYOUT PERCENTAGE (40% to 180%) |

  83. Long-Term Incentives

    For example, if EPS is above stretch performance and Relative TSR is below threshold, the payout percentage would be as follows:

  84. Long-Term Incentives

    | 3-YEAR EPS (150%)X | 3-YEAR TSR (80%) | = | PAYOUT PERCENTAGE (120%) |

  85. Long-Term Incentives

    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.

  86. 2023 Long-Term Incentive Grants

    2023 Long-Term Incentive Grants In 2023, long-term incentive awards were made in consideration of each executive’s role, competitive market practice, and 2022 performance. Given the reduced grant values reflecting the Company’s lower earnings in 2022, the Committee determined it was appropriate to award an equal mix of TRSUs and PRSUs. Grants were made on February 8, 2023, to the following NEOs in the table below.

  87. 2023 Long-Term Incentive Grants

    | | | TRSUs | PRSUs | PRSUs | Total RSUs | Total RSUs | | | TRSUs | Awarded Grant | Awarded | Awarded Grant | Awarded | Awarded Grant | | Name | Awarded (#) | Date Value ($) | (at Target) (#) | Date Value ($) | (at Target) (#) | Date Value ($) | | Jeremy B. Ford | 38,147 | 1,305,009 | 38,146 | 1,340,450 | 76,293 | 2,645,459 | | William B. Furr | 9,208 | 315,006 | 9,208 | 323,569 | 18,416 | 638,575 | | Jerry L. Schaffner | 7,308 | 250,007 | 7,308 | 256,803 | 14,616 | 506,810 | | Stephen Thompson | 10,523 | 359,992 | 10,523 | 369,778 | 21,046 | 729,770 | | M. Bradley Winges | 13,154 | 449,998 | 13,154 | 462,232 | 26,308 | 912,230 |

  88. 2023 Long-Term Incentive Grants

    In 2023, Mr. Thompson received an additional grant of 9,175 TRSUs that will cliff vest on the third anniversary of the respective date of grant. The additional TRSUs were granted in connection with Mr. Thompson entering into an amendment to his employment agreement as further discussed below.

  89. 2023 Long-Term Incentive Grants

    | 46 | HILLTOP HOLDINGS 2024 Proxy Statement |

  90. 2024 Long-Term Incentive Grants

    2024 Long-Term Incentive Grants On February 8, 2024, 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 2023 performance. Mr. Schaffner was not awarded RSUs due to his pending retirement in May 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.

  91. 2024 Long-Term Incentive Grants

    | | | TRSUs | PRSUs | PRSUs | Total RSUs | Total RSUs | | | TRSUs | Awarded Grant | Awarded | Awarded Grant | Awarded | Awarded Grant | | Name | Awarded (#) | Date Value ($) | (at Target) (#) | Date Value ($) | (at Target) (#) | Date Value ($) | | Jeremy B. Ford | 42,565 | 1,305,043 | 42,565 | 1,283,760 | 85,130 | 2,588,803 | | William B. Furr | 10,275 | 315,032 | 10,275 | 309,894 | 20,550 | 624,926 | | Jerry L. Schaffner | — | — | — | — | — | — | | Stephen Thompson | 11,745 | 360,102 | 11,745 | 354,229 | 23,490 | 714,331 | | M. Bradley Winges | 20,385 | 625,004 | 28,540 | 860,766 | 48,925 | 1,485,771 |

  92. Payout of the 2021-2023 PRSUs

    Payout of the 2021-2023 PRSUs The following table provides the calculation of the payout for the PRSUs granted in 2021, which resulted in 164% of the target number of shares being earned. Similar to the 2023 awards described above, payouts for the PRSUs granted in 2021 cliff vested in three years, or February 23, 2024, 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. Shares vested from the 2021 PRSU grants are restricted from transfer until the first anniversary of the vesting date.

  93. Payout of the 2021-2023 PRSUs

    | Metric | Threshold | Target | Maximum | Actual | | Cumulative EPS | $4.88 | $6.50 | $8.13 | $7.94 | | % of Target Payout | 50% | 100% | 150% | 144% | | | | | | x | | Relative TSR percentile ranking | 25th | 50th | 75th | 67th | | Modifier | 80% | 100% | 120% | 114% | | Final Payout | | | | 164% |

  94. Compensation of Our Non-Executive Chairman of the Board

    Compensation of Our Non-Executive Chairman of the Board Gerald J. Ford, Chairman of the Board of Directors, provides 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. On a very frequent basis, our Chairman and Chief Executive Officer discuss matters relating to the Company. Our Chairman also meets with the executive management of the Company to discuss matters related to the Company in scheduled meetings generally occurring each week. In addition, our Chairman is instrumental in the sourcing, negotiation and completion of acquisitions and dispositions. Accordingly, our Chairman, in addition to his strategic input, spends considerable time and efforts in guiding our business and executive management in creating value for stockholders. In addition to the fees paid to our Chairman of the Board of Directors, we also grant the Chairman of the Board of Directors an 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 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. The Committee evaluates the compensation of directors annually, including grants of RSUs to the Chairman of the Board of Directors. Given the experience and involvement of the Chairman of the Board of Directors, the Committee believes that the compensation paid to the Chairman of the Board of Directors is considerably less than the cost that we would incur to employ or retain someone else of his caliber to provide guidance and advice to us as frequently as he does.

  95. Severance and Other Post-Termination Arrangements

    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.

  96. Furr Employment Agreement

    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

  97. Furr Employment Agreement

    | 48 | HILLTOP HOLDINGS 2024 Proxy Statement |

  98. Furr Employment Agreement

    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 will cliff vest on the third anniversary of the date of grant.

  99. Schaffner Retention Agreement

    | ● | any annual bonus earned for a prior award period, to the extent not already paid and not deferred; |

  100. Schaffner Retention Agreement

    In addition, if Mr. Schaffner’s employment is terminated, he or his estate, as applicable, is entitled to a lump-sum cash payment equal to $2,448,000, which represents the amount Mr. Schaffner would have been entitled to receive under his prior employment agreement with PlainsCapital if his employment was terminated at the time of our acquisition of PlainsCapital, plus interest from November 30, 2012. Pursuant to RSU award agreements, any unvested RSU awards also will vest if Mr. Schaffner is terminated without “cause” within the twelve months immediately following, or the six months immediately preceding, a “Change in Control.”

  101. Thompson Employment Agreement

    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. If the employment

  102. Thompson Employment Agreement

    | HILLTOP HOLDINGS 2024 Proxy Statement | 49 |

  103. Thompson Employment Agreement

    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.

  104. Winges Employment Agreement

    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. 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

  105. Winges Employment Agreement

    | 50 | HILLTOP HOLDINGS 2024 Proxy Statement |

  106. Winges Employment Agreement

    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 (iii) 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 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 Incentive Bonus paid to him in respect of the calendar year 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 Incentive Bonus paid to him in respect of the calendar year 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.

  107. Incentive Plans

    Incentive Plans

  108. 2020 Equity Incentive Plan

    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.

  109. 2020 Equity Incentive Plan

    | HILLTOP HOLDINGS 2024 Proxy Statement | 51 |

  110. Annual Incentive Plan

    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.

  111. Role of the Compensation Committee

    | ● | 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 |

  112. Role of Compensation Consultant

    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 2023, 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, is available to participate 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:

  113. Role of Compensation Consultant

    | ● | The provision of other services to the Company by the consultant; |

  114. Role of Compensation Consultant

    | ● | The amount of fees the consultant received from the Company; |

  115. Role of Compensation Consultant

    | ● | The policies and procedures the consultant has in place to prevent conflicts of interest; |

  116. Role of Compensation Consultant

    | ● | Any business or personal relationships between the consulting firm and the members of the Committee; |

  117. Role of Compensation Consultant

    | ● | Any ownership of Company stock by the individuals at the firm performing consulting services for the Committee; and |

  118. Role of Compensation Consultant

    | ● | Any business or personal relationship of the firm with an executive officer of the Company. |

  119. Role of Compensation Consultant

    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 for the Committee and no conflict of interest was raised by the work of Meridian described in this Proxy Statement.

  120. Peer Group and Benchmarking Approach

    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 2022, 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 2023 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 our operating subsidiaries. The Committee did not review the specific companies included in the survey data.

  121. Peer Group and Benchmarking Approach

    | HILLTOP HOLDINGS 2024 Proxy Statement | 53 |

  122. Peer Group and Benchmarking Approach

    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 2022:

  123. Peer Group and Benchmarking Approach

    | Ameris Bancorp | Flagstar Bancorp, Inc. | Texas Capital Bancshares, Inc. | | Associated Banc-Corp | Hancock Whitney Corporation | TowneBank | | BancFirst Corporation | Independent Bank Group, Inc. | Trustmark Corporation | | Commerce Bancshares, Inc. | International Bancshares Corporation | UMB Financial Corporation | | FB Financial Corporation | Prosperity Bancshares, Inc. | Umpqua Holdings Corporation | | First Financial Bancorp. | Renasant Corporation | United Bankshares, Inc | | First Financial Bankshares, Inc. | Simmons First National Corporation | WesBanco, Inc. |

  124. Peer Group and Benchmarking Approach

    With Meridian’s assistance, the Committee reviewed the peer group in July 2023 and determined to make changes to the group based upon merger and acquisition and other activity among the peers. The review resulted in the removal of Flagstar Bancorp, Inc. and Umpqua Holdings Corporation, and the addition of Eastern Bankshares, Inc., First Busey Corporation and Merchants Bancorp.

  125. Risk Considerations in Our Compensation Program

    | ● | 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. |

  126. Risk Considerations in Our Compensation Program

    | ● | 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. |

  127. Risk Considerations in Our Compensation Program

    | ● | 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. |

  128. Risk Considerations in Our Compensation Program

    | ● | Annual Incentive Plan and 2020 Equity Incentive Plan awards are subject to clawback in accordance with our Incentive Compensation Clawback Policy. |

  129. Summary Compensation Table

    Summary Compensation Table

  130. Fiscal Years 2023, 2022 and 2021

    | (d) Represents interest earned on non-qualified deferred compensation contributions to Mr. Schaffner during 2023, 2022 and 2021, as applicable. For additional information, see “— Non-Qualified Deferred Compensation.” |

  131. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  132. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  133. Fiscal Year 2023

    | (a) Represent the value of potential payments under the Annual Incentive Plan to the NEOs based on 2023 performance. Management incentive award amounts shown above represent potential awards that may have been earned based on performance during 2023. The actual amounts earned pursuant to Annual Incentive Plan awards for 2023 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. |

  134. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  135. Outstanding Equity Awards at Fiscal Year End

    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, 2023.

  136. Outstanding Equity Awards at Fiscal Year End

    | | 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 | 50,603(b) | 1,781,732 | 131,712(c) | 4,637,580 | | | 45,940(d) | 1,617,547 | 104,031(e) | 3,662,932 | | | 38,147(f) | 1,343,156 | 68,662(g) | 2,417,589 | | William B. Furr | 10,107(b) | 355,867 | 26,522(c) | 933,840 | | | 12,227(d) | 430,513 | 31,341(e) | 1,103,517 | | | 11,258(h) | 396,394 | — | — | | | 9,208(f) | 324,214 | 16,574(g) | 583,571 | | Jerry L. Schaffner | 7,284(b) | 256,470 | 14,608(c) | 514,348 | | | 9,263(d) | 326,150 | 23,340(e) | 821,801 | | | 7,308(f) | 257,315 | 13,154(g) | 463,152 | | Stephen Thompson | 9,917(b) | 349,178 | 33,854(c) | 1,191,999 | | | 14,079(d) | 495,722 | 33,343(e) | 1,174,007 | | | 9,175(i) | 323,052 | — | — | | | 10,523(f) | 370,515 | 18,941(g) | 666,913 | | M. Bradley Winges | 10,678(b) | 375,972 | 20,060(c) | 706,313 | | | 13,338(d) | 469,631 | 24,006(e) | 845,251 | | | 8,892(j) | 313,087 | — | — | | | 13,154(f) | 463,152 | 23,677(g) | 833,667 |

  137. Outstanding Equity Awards at Fiscal Year End

    | (a) Value based upon the closing price of $35.21 for our common stock on December 31, 2023. 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. |

  138. Outstanding Equity Awards at Fiscal Year End

    | (b) Represents time-based RSUs that cliff vested on February 23, 2024. |

  139. Outstanding Equity Awards at Fiscal Year End

    | (c) Represents shares underlying performance-based RSUs that vested on February 23, 2024 upon the achievement of certain performance goals during the three-year period beginning January 1, 2021 and ending December 31, 2023. The amount disclosed in the table is based on applicable maximum performance during the noted period. Actual shares issued under performance awards were 164% of unvested shares reported in the table above at December 31, 2023, as approved by the Compensation Committee on February 8, 2024. |

  140. Outstanding Equity Awards at Fiscal Year End

    | (d) Represents time-based RSUs that cliff vest upon the earlier of February 8, 2025 and a termination of employment without cause within the twelve months following or six months preceding a change of control. |

  141. Outstanding Equity Awards at Fiscal Year End

    | (e) Represents performance-based RSUs that vest upon the achievement of maximum level performance during the three-year period beginning January 1, 2022 and ending December 31, 2024. |

  142. Outstanding Equity Awards at Fiscal Year End

    | (f) Represents time-based RSUs that cliff vest upon the earlier of February 8, 2026 and a termination of employment without cause within the twelve months following or six months preceding a change of control. |

  143. Outstanding Equity Awards at Fiscal Year End

    | (g) Represents performance-based RSUs that vest upon the achievement of maximum level performance during the three-year period beginning January 1, 2023 and ending December 31, 2025. |

  144. Outstanding Equity Awards at Fiscal Year End

    | 64 | HILLTOP HOLDINGS 2024 Proxy Statement |

  145. Outstanding Equity Awards at Fiscal Year End

    | (h) Represents time-based RSUs that cliff vest upon the earlier of August 30, 2025 and a termination of employment without cause within the twelve months following or six months preceding a change of control. |

  146. Outstanding Equity Awards at Fiscal Year End

    | (i) Represents time-based RSUs that cliff vest upon the earlier of December 31, 2025 and a termination of employment without cause within the twelve months following or six months preceding a change of control. |

  147. Outstanding Equity Awards at Fiscal Year End

    | (j) Represents time-based RSUs that cliff vest upon the earlier of February 20, 2025 and a termination of employment without cause within the twelve months following or six months preceding a change of control. |

  148. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table presents information pertaining to any outstanding RSU awards held by the NEOs that vested during 2023. There were no option awards outstanding during 2023.

  149. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | | Number of | Value | | | Shares Acquired | Realized on | | Name | on Vesting (#) | Vesting ($) | | Jeremy B. Ford | 228,744 | 7,815,069(a) | | William B. Furr | 31,180 | 1,085,999(b) | | Jerry L. Schaffner | 26,503 | 923,099(b) | | Stephen Thompson | 23,723 | 802,105(c) | | M. Bradley Winges | 37,416 | 1,303,199(b) |

  150. Option Exercises and Stock Vested in 2023

    | (a) Value based upon the closing prices of $34.83 and $31.18 for our common stock on February 20, 2023 and August 10, 2023, respectively, multiplied by the respective number of vested RSUs. |

  151. Option Exercises and Stock Vested in 2023

    | (b) Value based upon the closing price of $34.83 for our common stock on February 20, 2023 multiplied by the respective number of vested RSUs. |

  152. Option Exercises and Stock Vested in 2023

    | (c) Value based upon the closing prices of $30.01 and $34.83 for our common stock on January 1, 2023 and February 20, 2023, respectively, multiplied by the respective number of vested RSUs. |

  153. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table shows the non-qualified deferred compensation activity for our NEOs during the fiscal year ended December 31, 2023.

  154. Non-Qualified Deferred Compensation

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at Last | | | in Last Fiscal | in Last Fiscal | Last Fiscal | Distributions | Fiscal Year End | | Name | Year ($) | Year ($) | Year ($) | ($) | (b)($) | | Jeremy B. Ford | — | — | — | — | — | | William B. Furr | — | — | — | — | — | | Jerry L. Schaffner | — | — | 72,548(a) | — | 2,694,120 | | Stephen Thompson | — | — | — | — | — | | M. Bradley Winges | — | — | — | — | — |

  155. Non-Qualified Deferred Compensation

    | (a) Represents interest earned on 2012 deferred compensation contributions of $2,448,000 for Mr. Schaffner. All amounts reported as aggregate earnings in the last fiscal year are reported as compensation in the last completed fiscal year in the Summary Compensation Table. |

  156. Non-Qualified Deferred Compensation

    | (b) All amounts were reported as compensation in the Summary Compensation Table for the last completed fiscal year or prior fiscal years. |

  157. Non-Qualified Deferred Compensation

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  158. Potential Payments Upon Termination or Change-in-Control

    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.

  159. PAY VERSUS PERFORMANCE

    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.

  160. PAY VERSUS PERFORMANCE

    | | Pay | | | | Performance | | | | | | | | | | Cumulative Total | | | | | | | | | | Shareholder Return (c) | | | | | | PEO | | Average of Non-PEO NEOs | | (Value of $100 Initial Investment) | | | | | | SCT Total | Compensation | SCT Total | Compensation | | Peer | Net | Basic Earnings | | Year (a) | Compensation | Actually Paid (b) | Compensation | Actually Paid (b) | HTH | Group (d) | Income ($M) | Per Share (e) | | 2023 | $4,230,757 | $5,062,081 | $2,443,749 | $2,460,899 | $152 | $102 | $110 | $1.69 | | 2022 | $4,889,906 | $1,531,156 | $2,445,127 | $2,237,700 | $127 | $106 | $113 | $1.61 | | 2021 | $6,678,697 | $11,966,446 | $2,690,782 | $3,667,347 | $146 | $117 | $374 | $4.64 | | 2020 | $6,094,984 | $9,147,376 | $3,229,921 | $3,707,625 | $112 | $88 | $448 | $5.02 |

  161. PAY VERSUS PERFORMANCE

    | (a) For each covered year, the PEO was Mr. Jeremy B. Ford and for each covered year, the other NEOs were Messrs. Furr, Schaffner, Thompson and Winges. |

  162. PAY VERSUS PERFORMANCE

    | (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. |

  163. PAY VERSUS PERFORMANCE

    | (c) Column reflects total shareholder return calculated in the manner prescribed by Item 201(e) of Regulation S-K, and reflects the cumulative value of $100, including the reinvestment of dividends, if such amount were invested on January 31, 2019. |

  164. PAY VERSUS PERFORMANCE

    | (d) 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, the KBW NASDAQ Regional Bank Index. |

  165. PAY VERSUS PERFORMANCE

    | (e) Represent Basic Earnings per Share as presented in our audited financial statements. |

  166. PAY VERSUS PERFORMANCE

    | 72 | HILLTOP HOLDINGS 2024 Proxy Statement |

  167. PAY VERSUS PERFORMANCE

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | | Non-PEO | | Non-PEO | | Non-PEO | | Non-PEO | | Adjustments | PEO | NEOs | PEO | NEOs | PEO | NEOs | PEO | NEOs | | Total from Summary Compensation Table | $4,230,757 | $2,443,749 | $4,889,906 | $2,445,127 | $6,678,697 | $2,690,782 | $6,094,984 | $3,229,921 | | Subtract grant date fair value of equity awards reported in Summary Compensation Table for the covered year | (2,645,459) | (771,852) | (3,451,471) | (1,064,840) | (4,322,657) | (791,874) | (3,780,651) | (474,109) | | 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 | 2,167,801 | 651,786 | 2,655,725 | 777,458 | 6,062,446 | 1,106,608 | 6,058,037 | 781,492 | | Add/subtract change in fair value of awards granted in any prior year that are outstanding and unvested at end of covered year | 1,643,710 | 345,122 | (2,049,477) | (317,180) | 2,884,432 | 579,188 | 1,027,441 | 213,554 | | 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 | 942,338 | 135,916 | (513,527) | 397,135 | 663,528 | 82,643 | (252,435) | (43,233) | | Subtract fair value of awards forfeited in current covered year determined at end of prior covered year | (1,277,066) | (343,821) | — | — | — | — | — | — | | Total Impact: Adjustments for stock and option awards | $831,324 | $17,150 | $(3,358,750) | $(207,427) | $5,287,749 | $976,565 | $3,052,392 | $477,704 | | Compensation Actually Paid (as calculated) | $5,062,081 | $2,460,899 | $1,531,156 | $2,237,700 | $11,966,446 | $3,667,347 | $9,147,376 | $3,707,625 |

  168. PAY VERSUS PERFORMANCE

    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.

  169. PAY VERSUS PERFORMANCE

    | HILLTOP HOLDINGS 2024 Proxy Statement | 73 |

  170. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company 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.

  171. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    | 74 | HILLTOP HOLDINGS 2024 Proxy Statement |

  172. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    | HILLTOP HOLDINGS 2024 Proxy Statement | 75 |

  173. CEO Pay Ratio

    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, 2023, along with their gross income as reported on IRS form W-2 for 2023. 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 2023 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 2023 for Jeremy B. Ford, who served as our President and Chief Executive Officer, was $9,229,515. The annual compensation for the median employee for 2023 was $72,208. The resulting ratio of Mr. Jeremy B. Ford’s pay to that of our median employee for 2023 was 128:1. 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.