HILLTOP HOLDINGS INC (HTH)
Sector: Financials
2026 Annual Meeting Analysis
HILLTOP HOLDINGS INC · Meeting: July 23, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Long-tenured independent director with relevant investment background; no overboarding, attendance, or TSR trigger issues — HTH's 3-year return of +32.8% trails the peer median by 30.9 percentage points, well below the 50-point threshold required to fire a No vote for a strong-positive-TSR company.
Appointed April 2026, well within the 24-month new-director exemption from the TSR trigger; brings 30 years of financial-services audit experience and qualifies as an audit committee financial expert.
Independent director and Lead Independent Director since August 2025; extensive finance and board governance experience; 3-year TSR gap of -30.9 percentage points versus peers does not reach the 50-point threshold required to trigger a No vote.
Director since 2012 with deep knowledge of the broker-dealer segment through his long tenure at Hilltop Securities; TSR gap does not trigger the policy threshold.
CEO and Chairman since April 2025; extensive financial-services operating experience; the 3-year peer TSR gap of -30.9 percentage points does not reach the 50-point threshold for a strong-positive-TSR company, so no TSR-based No vote is triggered for the executive director.
Appointed April 2026, within the 24-month new-director exemption; CPA with 20 years as a CFO in private equity and decades at Ernst & Young, qualifying as an audit committee financial expert.
Director since 2012 with long-standing knowledge of PlainsCapital; TSR gap versus peers at -30.9 percentage points does not meet the 50-point threshold required to trigger a No vote.
Independent director since August 2020 with deep banking and M&A experience; chairs both the Audit and Risk Committees; TSR gap does not trigger the policy threshold.
Independent director since 2008; chairs both the Nominating/Governance and Compensation Committees; broad leadership experience; TSR gap of -30.9 percentage points does not reach the 50-point threshold.
Director since 2010 with extensive KPMG banking background and current CEO experience; TSR gap does not trigger the policy threshold.
Director since July 2019 with Goldman Sachs mortgage, banking, and risk management expertise; serves as non-executive Chairman of Hilltop Securities; TSR gap does not reach the 50-point threshold.
Independent director since 2012 with Texas business leadership background and long institutional knowledge of PlainsCapital; TSR gap does not trigger the policy threshold.
Director since June 2005 with extensive bank executive and private equity experience; TSR gap of -30.9 percentage points does not reach the 50-point threshold required to fire a No vote for a strong-positive-TSR company.
All 13 nominees pass the policy screens. HTH's absolute 3-year stock return of +32.8% is strong-positive (above +20%), which requires a 50-percentage-point gap versus the compensation peer group median to trigger a No vote. The actual gap is only -30.9 percentage points, well below that threshold. No director is overboarded, all attended at least 75% of meetings, no independence violations were identified on audit or compensation committees, and the two newly appointed directors (Bober and Haworth) are exempt from the TSR trigger as they joined within the past 24 months.
Say on Pay
✗ AGAINSTCEO
M. Bradley Winges
Total Comp
$4,074,910
Prior Support
42%%
At the 2025 annual meeting, only about 42% of votes were cast in favor of executive compensation — far below the 70% threshold that the policy uses as a signal of meaningful shareholder concern. Under the policy, if a company receives less than 70% support on this vote and makes no visible structural changes to its compensation program, the vote should be AGAINST. While the CEO commendably volunteered to forgo his 2025 cash bonus in response to the low vote, the proxy discloses that the company made no substantive changes to the design of the compensation program itself — the same incentive structure, the same metrics, and the same pay levels were maintained. The company's outreach effort reached only 8% of outstanding shares (excluding insider-held shares), and the reported changes (revised peer group disclosure and additional PRSU metric rationale) are transparency improvements rather than structural reforms that address the root concern shareholders expressed.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm, fully appropriate for a $2.2 billion market-cap financial services company. The proxy filing does not include a fee table with specific audit and non-audit fee amounts in the text provided, so the non-audit fee ratio trigger cannot be evaluated numerically; however, no fee data was presented that would indicate a concern, and auditor tenure is not disclosed in the available text so the tenure trigger does not fire. The default vote is FOR in the absence of confirmed triggering data.
Overall Assessment
The 2026 Hilltop Holdings annual meeting presents three standard proposals: a director slate of 13 nominees (all passing policy screens given HTH's strong absolute 3-year return and a peer-TSR gap well below the trigger threshold), auditor ratification of PricewaterhouseCoopers (no disqualifying data identified), and a say-on-pay vote that draws an AGAINST recommendation because only 42% of shareholders supported executive compensation at the 2025 meeting and the company made no meaningful structural changes to its compensation program in response. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
32 companies disclosed in 2026 proxy filing