DEF: Hilltop Holdings Announces 2025 Annual Meeting and Executive Compensation Details

Hilltop Holdings sets date for its 2025 annual meeting, outlines director nominees, and provides details on executive compensation.

Summary

• Hilltop Holdings Inc. will hold its 2025 Annual Meeting of Stockholders on July 24, 2025.
• Stockholders of record as of April 28, 2025, are eligible to vote.
• The meeting will include the election of thirteen directors, an advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025.
• The Board of Directors recommends voting for all director candidates, the approval of executive compensation, and the ratification of the accounting firm appointment.
• In 2024, Hilltop's net income was $113 million, with a ROAA of 0.78% and ROAE of 5.29%.
• Total assets as of December 31, 2024, were $16.3 billion.
• The company redeemed $150 million of senior notes in January 2025.
• The company authorized a new $100 million share repurchase program expiring in January 2026.
• The company returned $64 million of capital to stockholders through dividends and stock repurchases in 2024.
• The company increased its quarterly dividend by 6% to 17 cents per share.
• The company maintained a Common Equity Tier 1 Capital Ratio of 21.23% at year end.
• The company maintained total non-performing assets of $91 million, or 1.03% of total loans.
• The company increased book value per share and tangible book value per share by $1.13 and $1.14, respectively, during 2024.

Sentiment

Score: 7

Explanation: The document presents a balanced view with both positive financial results and some challenges in specific business segments. The company's strategic actions and capital management are positive indicators.

Positives

• The company achieved profitable consolidated financial results in 2024.
• The company maintained credit quality.
• The company maintained the Banks liquidity position and access to secured funding sources.
• The company increased book value per share and tangible book value per share during 2024.
• The company increased Hilltop quarterly dividend payment by 6% to 17 cents per share.
• The company maintained strong capital levels.
• The company continued focus on employee engagement and expense efficiencies.

Negatives

• PrimeLending had a loss before taxes of $34 million in 2024.
• Net interest income was compressed from elevated deposit rates and slower loan growth at PlainsCapital Bank.
• Public Finance underwriting and Fixed Income underperformed at Hilltop Securities in 2024.

Risks

• The document mentions that forward-looking statements are subject to risks, assumptions, estimates, and uncertainties that are difficult to predict.
• The document references 'Risk Factors' in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent reports filed with the SEC, for a discussion of some of the risks and important factors that could affect the company's future results and financial condition.

Future Outlook

The document includes forward-looking statements based on current expectations, estimates, and projections, which are subject to risks and uncertainties.

Industry Context

The document provides a comparison of Hilltop's total shareholder return to banks in the KBW Regional Banking Index, indicating its performance relative to its peers.

Comparison to Industry Standards

• Hilltop ranked in the 14th percentile of the regional banks included in the KBW Regional Banking Index in total shareholder return for the three-year period ended December 31, 2024.
• 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.
• The following banks were included in the peer group for Meridians market study in October 2023:Ameris Bancorp, First Financial Bankshares, 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, Eastern Bankshares, Inc., Merchants Bancorp, United Bankshares, Inc., FB Financial Corporation, Prosperity Bancshares, Inc., WesBanco, Inc., First Busey Corporation, Renasant Corporation, First Financial Bancorp.Simmons First National Corporation

Management Changes

Corporate Governance

Related Party Transactions

• The document discloses several related party transactions, including leases with entities affiliated with a former director, investments in real estate projects with entities affiliated with directors, and investment management services provided by an entity affiliated with a director.
• These transactions were reviewed by the Audit Committee and approved by the disinterested members of the Board of Directors.

Stakeholder Impact

• The company's performance and strategic decisions impact shareholders through stock value, dividends, and capital management.
• Employees are impacted through compensation, benefits, and workplace environment.
• Customers are impacted through the services provided by Hilltop's subsidiaries.
• The company's ESG initiatives impact the environment and communities in which it operates.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• Hilltop expects to publish its 2024 Sustainability and Environmental, Social & Governance Report in June 2025.
• The company expects to conduct its next stockholder outreach during first quarter of 2026.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, directors, Hilltop Holdings, PricewaterhouseCoopers, stockholders, governance, financial performance